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78e1be80-2.b-350-merrydale-road-interim-shelter

San Rafael City Council
February 17, 2026

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78e1be80-2.b-350-merrydale-road-interim-shelter
Meeting
February 17, 2026
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San Rafael City Council
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10
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Text extracted from the city's file for reading and search. Open the original on storage.googleapis.com. That file is the official record.

____________________________________________________________________________________

FOR CITY CLERK ONLY
Council Meeting: _______________________
Disposition: ___________________________
Agenda Item No: 2.b
Meeting Date: February 17, 2026

SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: City Manager’s Office
Prepared by: John Stefanski, Assistant City
Manager
Daniel Cooperman, Community Services
Division Director
City Manager Approval: ______________
TOPIC: 350 MERRYDALE ROAD INTERIM SHELTER
SUBJECT: RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL

SERVICES AGREEMENT WITH SWINERTON MANAGEMENT & CONSULTING (SWINERTON) TO PROVIDE PROJECT MANAGEMENT AND CONSTRUCTION MANAGEMENT SERVICES IN AN AMOUNT NOT TO EXCEED $229,703 AND AN

AMENDMENT TO A PROFESSIONAL SERVICES AGREEMENT WITH LCA

ARCHITECTS TO PROVIDE DESIGN SERVICES IN THE AMOUNT NOT TO EXCEED $207,250 FOR A TOTAL CONTRACT AMOUNT OF $280,750, AND AUTHORIZING A SUPPLEMENTAL FISCAL YEAR 2025-26 BUDGET APPROPRIATION IN THE AMOUNT OF $510,453 PROVIDED THROUGH THE ENCAMPMENT RESOLUTION FUND ROUND 3 GRANT (FUND 281)
RECOMMENDATION:

Staff recommends that the City Council adopt the resolution authorizing the City Manager to execute a professional services agreement with Swinerton Management & Consulting (Swinerton) to provide project management and construction management services in an amount not to exceed $229,703 and an amendment to a professional services agreement with LCA Architects to provide design services in the amount not to exceed $207,250 for a total contract amount of $280,750, and authorizing a supplemental fiscal year 2025-26 budget appropriation in the amount of $510,453 provided through the Encampment Resolution Fund Round 3 Grant (Fund 281).

BACKGROUND:

On November 17, 2025, the City Council took a series of actions to advance the City’s response to homelessness and enable the development of an interim shelter at 350 Merrydale Road. These actions included declaring a shelter crisis pursuant to Government Code section 8698 et seq.; adopting an urgency ordinance and introducing a related ordinance establishing local standards and procedures for homeless shelters; authorizing the City Manager to negotiate and execute an $8 million grant agreement and affordable housing agreement with the County of Marin; and authorizing the acquisition of the property at 350 Merrydale Road for use as an interim shelter followed by permanent affordable housing.

SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
With these approvals in place, the project has transitioned into its implementation phase. The interim shelter is intended to serve up to 70 individuals over time in 65 units on a temporary basis and requires coordinated site preparation, utility service upgrades, permitting, and construction activities to be completed within a defined timeframe. Advancing this work involves multiple City departments, external consultants, utility providers, and construction contractors, as well as sequencing tasks that must occur in parallel to maintain the project schedule.

As implementation proceeds, effective delivery of the interim shelter requires focused oversight of design coordination, permitting, utility service, scheduling, and construction activities. To support orderly and timely implementation consistent with prior City Council direction, staff identified the need for professional project management and construction management services.

ANALYSIS:

Following City Council direction to advance the interim shelter project at 350 Merrydale Road, staff evaluated the project requirements associated with moving from design into construction. The project will be delivered using a Design-Bid-Build approach and involves several concurrent activities, including design coordination, permitting, utility service coordination, bidding, and construction. These activities must be sequenced and managed in parallel to maintain the project schedule and address technical requirements. Department of Public Works, City Manager’s Office, and Community and Economic Development staff reviewed the level of coordination required across City departments, the design team, regulatory agencies, utility providers, and construction contractors, and determined that dedicated project management and construction management support would be necessary to effectively manage these activities during implementation. This assessment was based on the Department of Public Works’ expertise in managing and delivering complex capital projects, the number of interfaces involved, the need for ongoing schedule and budget tracking, and the requirement for consistent coordination throughout both the preconstruction and construction phases.

Swinerton Management & Consulting (Swinerton) was identified as a qualified firm to provide these services based on its experience providing project management and construction management support for similar public agency projects and modular construction. For the 350 Merrydale Road Interim Shelter project, Swinerton proposes to provide services during design, preconstruction, construction, and postconstruction phases. Proposed services include design coordination, constructability review, schedule and budget development and monitoring, permitting and plan check coordination, coordination with PG&E and the San Rafael Fire Department, and support through bidding and construction.

During construction, Swinerton would support day-to-day coordination through document control, field observations, progress reporting, review of requests for information and submittals, participation in weekly project meetings, coordination of inspections and testing, review of contractor payment requests, and support with change order review and project close-out. These services would support consistent communication among project participants and provide ongoing monitoring of progress against schedule and budget.

Staff determined that engaging professional project management and construction management services will support the timely and orderly implementation of the interim shelter while allowing City staff to retain overall project oversight and decision-making authority. Upon approval of the professional services agreement, Swinerton would begin coordinating with the design team and City departments to support completion of construction documents, permitting, and preparation for bidding and construction.

In addition, the city has contracted with LCA Architects, as part of our on-call architect list, to begin the architectural and joint trench design for the project. The original contract included schematic design and design development documents for a total not to exceed $73,500. Through this initial scope, LCA SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 3
prepared a preliminary site plan, which was reviewed by the community at a January 14, 2026, meeting.

This report includes an amendment to the professional services agreement to include the full design of the project. The total not to exceed for the amendment plus the original contract is $280,750.

COMMUNITY OUTREACH:

The City has conducted a series of community engagement activities related to the 350 Merrydale Road Interim Shelter Project. Outreach efforts included door-to-door outreach in October 2025, a community webinar in October 2025, an in-person open house on November 6, 2025, and in-person community engagement meetings on December 9, 2025, and January 14, 2026.

At these engagements, City staff shared information about the proposed site design, shelter operations, services, safety measures, and project timeline. Community members were invited to ask questions, share concerns, and provide feedback. Feedback received through these engagement efforts informed refinements to the site design, operational policies, and program materials, including updates to the Good Neighbor Policy, Resident Code of Conduct, and project FAQs.

The proposed professional services agreements support the implementation of the interim shelter project as refined through community engagement and are consistent with the site design, services, and operational framework shared with the community.

FISCAL IMPACT:

The recommendation in this staff report will authorize the PSA with Swinerton in an amount not to exceed $229,703 and an amendment to the LCA contract in an amount not to exceed $207,250 for a total contract value of $280,750, which will be funded by a supplemental appropriation from the City’s Encampment Resolution Fund Round Three Grant (Fund 281) in the amount of $510,453.

ENVIRONMENTAL REVIEW:

In adopting Resolution Nos. 15480 and 15479, the City Council previously found that the purchase of the real property located at 350 Merrydale for the purposes of an interim shelter and long-term permanent affordable housing was exempt from environmental review under the California Environmental Quality Act.

OPTIONS:

The City Council has the following options to consider in this matter:

1. Adopt the resolution as presented.

2. Adopt resolution with modifications.

3. Direct staff to return with more information.

If any option is selected besides option 1, there will likely be a delay to the opening date of the interim housing project.

RECOMMENDED ACTION:

Staff recommends that the City Council adopt the resolution authorizing the City Manager to execute a professional services agreement with Swinerton Management & Consulting (Swinerton) to provide project management and construction management services in an amount not to exceed $229,703 and an amendment to a professional services agreement with LCA Architects to provide design services in the amount not to exceed $207,250 for a total contract amount of $280,750, and authorizing a supplemental fiscal year 2025-26 budget appropriation in the amount of $510,453 provided through the Encampment Resolution Fund Round 3 Grant (Fund 281).

SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 4
ATTACHMENTS:

1. Resolution

2. Swinerton PSA

3. LCA Amendment to PSA
RESOLUTION NO.

A RESOLUTION OF THE SAN RAFAEL CITY COUNCIL AUTHORIZING THE CITY MANAGER TO

EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH SWINERTON MANAGEMENT &

CONSULTING (SWINERTON) TO PROVIDE PROJECT MANAGEMENT AND CONSTRUCTION MANAGEMENT SERVICES IN AN AMOUNT NOT TO EXCEED $229,703 AND AN AMENDMENT TO

A PROFESSIONAL SERVICES AGREEMENT WITH LCA ARCHITECTS TO PROVIDE DESIGN SERVICES IN THE AMOUNT NOT TO EXCEED $207,250 FOR ATOTAL CONTRACT AMOUNT OF $280,750, AND AUTHORIZING A SUPPLEMENTAL FISCAL YEAR 2025-26 BUDGET APPROPRIATION IN THE AMOUNT OF $510,453 PROVIDED THROUGH THE ENCAMPMENT RESOLUTION FUND ROUND 3 GRANT (FUND 281)
WHEREAS, On November 17, 2025, the San Rafael City Council took a series of actions to advance the City’s response to homelessness, including declaring a Shelter Crisis pursuant to Government Code section 8698 et seq.; adopting local standards and procedures for homeless shelters; authorizing the City Manager to negotiate and execute an $8 million grant agreement and affordable housing agreement with the County of Marin; and authorizing the acquisition of the property located at 350 Merrydale Road for use as an interim shelter followed by permanent affordable housing; and WHEREAS, with these approvals in place, the 350 Merrydale Road Interim Shelter Project has transitioned from planning and entitlement into implementation, requiring coordinated site preparation, utility upgrades, permitting, and construction activities to be completed within a defined timeframe; and WHEREAS, Implementation of the project involves concurrent and interrelated activities that require coordination among City departments, external consultants, regulatory agencies, utility providers, and construction contractors, as well as ongoing schedule and budget oversight; and WHEREAS, City staff have determined that engaging professional project management and construction management services is necessary to support the timely and orderly implementation of the interim shelter project while allowing City staff to retain overall project oversight and decision-making authority; and
WHEREAS, Swinerton Management & Consulting is a qualified firm with experience providing project management and construction management services for similar public agency and modular construction projects, and has submitted a proposal to provide such services for the 350 Merrydale Road Interim Shelter Project in an amount not to exceed $229,703; and WHEREAS, the City previously entered into a professional services agreement with LCA Architects to provide schematic design and design development services for the project, and staff have determined that an amendment to that agreement is necessary to complete the full design and construction documents required for implementation of the interim shelter project; and WHEREAS, the proposed amendment to the professional services agreement with LCA Architects would increase the total contract amount to $280,750, inclusive of the original contract amount; and
WHEREAS, the proposed professional services agreement with Swinerton Management & Consulting and the amendment to the professional services agreement with LCA Architects support implementation of the interim shelter project as refined through community engagement and are consistent with the site design, services, and operational framework shared with the community; and WHEREAS, Funds for the professional services agreement and amendment are available from the Encampment Resolution Fund Round 3 Grant.

NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of San Rafael hereby:

1. Authorizes the City Manager to execute a Professional Services Agreement with Swinerton Management & Consulting to provide project management and construction management services for the 350 Merrydale Road Interim Shelter Project in an amount not to exceed $229,703, in substantially the form presented to the City Council.

2. Authorizes the City Manager to execute an amendment to the Professional Services Agreement with LCA Architects to provide full design services for the 350 Merrydale Road Interim Shelter Project, increasing the total contract amount to $280,750, in substantially the form presented to the City Council.

3. Authorizes the City Manager to make non-substantive modifications to the agreements as necessary, subject to approval as to form by the City Attorney.

4. Authorizes a supplemental Fiscal Year 2025-26 budget appropriation of $510,453 from available funds provided through the Encampment Resolution Fund Round 3 Grant (Fund 281).

I, LINDSAY LARA, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of said City on Tuesday, the 17th day of February 2026, by the following vote, to wit:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

Lindsay Lara, City Clerk
v. Feb 2025 Page 1

CITY OF SAN RAFAEL

PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Contract”) is entered into by and between the City of San Rafael (“City”) and __________________________________________ (“Contractor”), a __________________________________________________ for __________________________________________________________, and is effective on _____________________ (“Effective Date”). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Contract.”

RECITALS
A. City desires to secure professional services more fully described in this Contract, at Exhibit A, entitled “SCOPE OF WORK”; and
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, and necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and
C. Contractor acknowledges that the execution of this Contract by the City is predicated upon the representations made in Contractor’s proposal dated _________________ submitted to the City; and
D. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

NOW, THEREFORE, the parties hereby agree as follows:

CONTRACT

1. WORK TO BE PERFORMED.

Except as otherwise may be expressly specified in this Contract, Contractor shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise (collectively referred to as “Services”) to satisfactorily complete the work required by City at its sole risk and expense. Services to be provided to City are more fully described in Exhibit A entitled “SCOPE OF WORK.”. 350 Merrydale Road Interim Shelter Project & Construction Management Services Swinerton Management & Consulting, LLC
December 18, 2025
December 18, 2025
California
Docusign Envelope ID: E93C1355-2847-4B3D-989E-F3DD1DF04886 Limited Liability Company
v. Feb 2025 Page 2

2. COMPENSATION.

In consideration for Contractor’s complete performance of the Scope of Work, City will pay Contractor in accordance with the rates and/or prices set forth in Exhibit A, up to the not-to-exceed amount of $_____________.

Contractor shall not increase its rates throughout the Term of this Contract, except that upon 60 day written notice, Contractor may adjust its rates no more than once annually at a maximum amount equal to the percentage change through December in the prior calendar year to the consumer price index (“CPI”) for California, All Urban Consumers, San Francisco-Oakland-San Jose areas, not to exceed five percent (5%).

Contractor will bill City on a monthly basis for work performed by Contractor during the preceding month, subject to verification by City. City will pay Contractor within thirty (30) days of City’s receipt of invoice.

3. TERM OF CONTRACT.

This Contract becomes effective upon the date listed as "Effective Date" and shall remain in effect until the completion of all obligations of both Parties hereto, or ___________________________ from the Effective Date, whichever comes first, unless terminated or amended as provided herein.

4. RELIANCE ON PROFESSIONAL SKILL OF CONTRACTOR.

Contractor represents that it has the necessary professional skills to perform the work required and the City shall rely on such skills of the Contractor to do and perform the work. In performing the work hereunder Contractor shall adhere to the standards generally prevailing for the performance of expert consulting services similar to those to be performed by Contractor hereunder.

Contractor represents that it has reviewed Exhibit A and that in its professional judgment the work to be performed under this Contract can be performed for a fee within the maximum amount set forth herein and within the times specified.

Contractor represents that it possesses all necessary training, licenses and permits to perform the Scope of Work and that its performance of the Scope of Work will conform to the standards of practice of a professional having experience and expertise in performing professional services of like nature and complexity of the Scope of Work working on similar, successfully completed projects.

The granting of any progress payment by City, or the receipt thereof by Contractor, or any inspection, review, approval or oral statement by any representative of City or any other governmental entity, shall in no way waive or limit the obligations in this Paragraph 4 or lessen the liability of Contractor for unsatisfactory work, including but not limited to cases where the defective or below standard work may not have been 229,703
one (1) year
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apparent or detected at the time of such payment, inspection, review or approval.

5. PROJECT COORDINATION.

A. City’s Project Manager. ________________________________ is hereby designated the Project Manager for the City and said Project Manager shall supervise all aspects of the progress and execution of this Contract.

B. Contractor’s Project Director. Contractor shall assign a single Project Director to have overall responsibility for the progress and execution of this Contract for Contractor. ___________________________________ is hereby designated as the Project Director for Contractor. Should circumstances or conditions subsequent to the execution of this Contract require a substitute Project Director, for any reason, the Contractor shall notify the City within ten (10) business days of the substitution.

6. TERMINATION.

A. The term of this Contract shall commence upon the date hereinabove written and shall expire upon completion of performance of work hereunder by Contractor.

B. Notwithstanding the provisions of (A) above, City may with or without cause, direct Contractorto suspend, delay or interrupt the work, in whole or in part, for such periods of time as City may determine in its sole discretion.

C. City may terminate this Contract in whole, or from time to time in part, for default, should Contractor commit a material breach of this Contract, or part thereof, and not cure such breach within ten (10) calendar days of the date of City’s written notice to Contractor demanding such cure, in which case Contractor shall be liable to City for all loss, cost, expense, damage and liability resulting from such breach and termination.

D. City may terminate this Contract in whole, or from time to time in part, for convenience, whenever City determines that such termination is in City’s best interests, in which case Contractor shall be entitled to recover its costs expended up to the termination date plus reasonable profit thereon to the termination date as this Contract would otherwise provide, but may recover no other cost, damage or expense. Contractor shall continue its work throughout the course of any dispute, and Contractor’s failure to continue work during a dispute shall be a material breach of this Contract.

E. Lack of Appropriation: If this Contract is a multi-year contract, subject to appropriation each fiscal year, the City may terminate this Contract immediately for lack of appropriation of funds.

F. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Contract without the prior written consent of the other.

April Miller, Director of Public Works
Bob Addiego
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G. Return of Documents. Upon termination, any and all City documents or materials provided to Contractor and any and all of Contractor's documents and materials prepared for or relating to the performance of its duties under this Contract, shall be delivered to City as soon as possible, but not later than thirty (30) days after termination.

7. INSURANCE REQUIREMENTS.

During the term of this Contract, and for any time period set forth in Exhibit B, Contractor shall procure and maintain in full force and effect, at no cost to City insurance policies with respect to employees and vehicles assigned to the performance of work under this Contract with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit B.

8. INDEMNIFICATION.

A. Except as otherwise provided in subparagraph B of this section, Contractor shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by City, and hold harmless City, its officers, agents, employees and volunteers (collectively, the “City Indemnitees”), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively “CLAIMS”), arising out of Contractor’s performance of its obligations or conduct of its operations under this Contract. The Contractor's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees.

However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the Contractor's indemnification obligation shall be reduced in proportion to the City Indemnitees’ share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the Contractor’s work or work product by the City or any of its directors, officers or employees shall not relieve or reduce the Contractor’s indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Contractor’s performance of or operations under this Contract, Contractor shall provide a defense to the City Indemnitees or at City’s option reimburse the City Indemnitees their costs of defense, including reasonable attorneys’ fees, incurred in defense of such claims.

B. Where the work to be performed by Contractor under this Contract are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, then, to the extent permitted by law including without limitation, Civil Code sections 2782, 2782.6 and 2782.8, Contractor shall indemnify and hold harmless the City and its officers, officials, and employees (collectively City Indemnitees) from and against damages, liabilities or costs (including incidental damages, Court costs, reasonable attorney’s fees as may be determined by the Court, litigation expenses and fees of expert witnesses incurred in connection therewith and costs of investigation) to the extent they are caused by the negligence, Docusign Envelope ID: E93C1355-2847-4B3D-989E-F3DD1DF04886 v. Feb 2025 Page 5
recklessness, or willful misconduct of Contractor, or any sub Contractors, or subcontractor or anyone directly or indirectly employed by them, or anyone for whom they are legally liable (collectively Liabilities). Such obligation to hold harmless and indemnify any indemnity shall not apply to the extent that such Liabilities are caused in part by the negligence or willful misconduct of such City Indemnitee.

C. The defense and indemnification obligations of this Contract are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Contract and shall survive the termination or completion of this Contract for the full period of time allowed by law.

9. PREVAILING WAGE.

If the work to be performed under this Contract is for services where prevailing wages are required by State law, Contractor shall pay prevailing wages to its employees on any contract in excess of $1,000.00, Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Contract, as determined by Director of the State of California Department of Industrial Relations, are on file at the City’s Public Works Department upon request and may be obtained from the California Department of Industrial Relations website
[http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm]. Contractor shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code. Contractor and all subcontractors shall keep and maintain accurate employee payroll records for Work performed under the Contract. The payroll records shall be certified and submitted as required by law, including Labor Code Sections 1771.4 (if applicable) and 1776, including to the Labor Commissioner no less frequently than monthly. Contractor shall comply fully with Labor Code Section 1777.5 in the hiring of apprentices for work relating to the Contract.

10. NOTICES.

All notices and other communications required or permitted to be given under this Contract, including any notice of change of address, shall be in writing and given by email, personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of email, personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows:

To City’s Project Manager:
[As identified in item 5.A]
___________________________
San Rafael, CA 94901
Email: ______________________
To Contractor’s Project Director:
[As identified in item 5.B]
___________________________
___________________________
Email: ______________________
111 Morphew Street
[email protected] [email protected]
2001 Clayton Road, 7th floor
Concord, CA 94520
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11. LIABILITY OF CITY.

Except as provided in Exhibit A, Scope of Work to be Provided by Contractor and Exhibit B, Insurance, City's obligations under this Contract shall be limited to the payment of the compensation provided for in Paragraphs 1 and 2 of this Contract, Notwithstanding any other provision of this Contract, in no event shall City be liable, regardless of whether any claim is based on contract, tort or otherwise, for any special, consequential, indirect or incidental damages, lost profits or revenue, arising out of or in connection with this Contract, the Scope of Work, or the Project.

City shall not be responsible for any damage to persons or property as a result of the use, misuse or failure of any equipment used by Contractor, or by any of its employees, even though such equipment be furnished, rented or loaned to Contractor by City. The acceptance or use of such equipment by Contractor or any of its employees shall be construed to mean that Contractor accepts full responsibility for and shall exonerate, indemnify, defend and save harmless City from and against any and all claims for any damage or injury of any type, including attorneys' fees, arising from the use, misuse or failure of such equipment, whether such damage be to the Contractor, its employees, City employees or third parties, or to property belonging to any of the above.

Nothing in this Contract shall constitute a waiver or limitation of any right or remedy, whether in equity or at law, which City or Contractor may have under this Contract or any applicable law. All rights and remedies of City or Contractor, whether under this Contract or other applicable law, shall be cumulative.

12. MEDIATION.

Unless waived by the City, should any dispute arise out of this Contract, the parties shall meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Unless the City waives this requirement, Contractor shall not be permitted to file legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be paid equally by the parties. If a mediated settlement is reached neither party shall be deemed the prevailing party for purposes of the settlement and each party shall bear its own legal costs.

13. GENERAL TERMS AND CONDITIONS.

This Contract includes, and the Contractor agrees to comply with the City’s General Terms and Conditions, which are set forth in Exhibit C, attached hereto and incorporated by reference.
[Signatures are on the following page.]
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IN WITNESS WHEREOF, the parties have executed this Contract as of the day, month and year first above written.

CITY OF SAN RAFAEL:
_________________________________
________________________________,
_________________________________
Executed on:_______________________
APPROVED AS TO FORM:

Office of the City Attorney
_________________________________
________________________________,
_________________________________
ATTEST:

City Clerk
_________________________________
________________________________,
_________________________________
CONTRACTOR:
__________________________________
By: ____________________________
Name: ____________________________
Title: ____________________________
[If Contractor is a corporation, second
corporate officer signature required]
__________________________________
By: ____________________________
Name: ____________________________
Title: _____________________________
Docusign Envelope ID: E93C1355-2847-4B3D-989E-F3DD1DF04886 Vice President
Jeff Gee, Vice President
Jeffrey Gee

EXHIBIT A

SCOPE OF WORK
This is an Exhibit attached to, and made a part of the Contract by and between Contractor and the City providing for the referenced services. The Scope of Work includes:

1. Description of the Work:

1.1 Description: The City of San Rafael will provide short term interim housing through a tiny home community, located at 350 Merrydale Road in San Rafael. The contractor, Swinerton Management & Consulting, LLC will provide project management and construction management services to oversee the design and construction of the project.

2. Specific Tasks:

As part of the Scope of Work, the Contractor shall perform the following tasks:

2.1 Task 1 – Design Management Services:
- Project Schedule Development and Management
- Project Budget Development and Monitoring
- Coordination between Design Team, City Staff, and other stakeholders - Support to Design Team with San Rafael Fire Department - PG&E Coordination / Application Process
- Constructability Reviews
- Environmental Process Management services (CEQA)
- Permitting / Plan check review coordination
- Bid and Award Phases Support

1.1 Task 2 – Construction Management Services:
- Project Document Control
- Photo Documentation / Progress recording
- Daily Field Observations / Reports
- Assistance with RFI’s and Submittals
- Attending weekly progress (OAC) meetings
- Quality Assurance (review contractor quality control) - Coordinating special inspection and materials testing (as required) - Monitor Contractor progress / schedule and budget
- Assist with Contractor Progress Payment review
- Assist with change order request review and negotiation - Verify Contractor As-builts / Record Drawings
- Punch List / Final Inspection
- Occupancy
Docusign Envelope ID: E93C1355-2847-4B3D-989E-F3DD1DF04886

1.2 Task 3 – Post Construction and Project Close-out

DELIVERABLES
Contractor’s deliverables under the Contract are enunciated throughout the Contract and include but are not limited to the following:

1. Project Deliverables:

1. Project Schedule

2. Project Budget

3. PG&E Application submission

4. Daily field reports and photo logging

5. Weekly OAC meeting minutes

6. Punch list and final inspection report

METHOD OF PAYMENT
Subject to the terms and conditions of this Contract, Contractor shall be paid on a basis set forth herein by the checked boxes below:
☐ A fixed fee for the work performed
☒ An hourly rate for the work performed based on the following hourly rates:

Project Executive: $250/hour
Senior Project Manager: $225/hour
Assistant Project Manager: $160/hour

SCHEDULE
– END OF EXHIBIT A –
Docusign Envelope ID: E93C1355-2847-4B3D-989E-F3DD1DF04886 v. Feb 2025 Exhibit B-1

EXHIBIT B

INSURANCE REQUIREMENTS
During the term of this Contract, and for any time period set forth below, Contractor shall procure and maintain in full force and effect, at no cost to City insurance policies with respect to employees and vehicles assigned to the performance of work under this Contract with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in this Exhibit B.

A. Scope of Coverage. During the term of this Contract, Contractor shall maintain, at no expense to City, the following insurance:

1. Commercial general liability. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage.

2. Automobile liability. An automobile liability (owned, non-owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence.

3. Professional liability. If any licensed professional performs any of the work required to be performed under this Contract, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the Contractor's performance under this Contract. Where Contractor is a professional not required to have a professional license, City reserves the right to require Contractor to provide professional liability insurance pursuant to this section.

4. Workers’ compensation. If it employs any person, Contractor shall maintain workers’ compensation insurance, as required by the State of California, with statutory limits, and employer’s liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. Contractor’s workers’ compensation insurance shall be specifically endorsed to waive any right of subrogation against City.

B. Other Insurance Requirements. The insurance coverage required of the Contractor in subparagraph A of this section above shall also meet the following requirements:

1. Except for professional liability insurance or workers’ compensation insurance, the insurance policies shall be specifically endorsed to include the City, its officers, agents, employees, and volunteers, as additional insureds (for both ongoing and completed operations) under the policies.

2. The additional insured coverage under Contractor’s insurance Docusign Envelope ID: E93C1355-2847-4B3D-989E-F3DD1DF04886 v. Feb 2025 Exhibit B-2
policies shall be “primary and noncontributory” with respect to any insurance or coverage maintained by City and shall not call upon City's insurance or self-insurance coverage for any contribution. The “primary and noncontributory” coverage in Contractor’s policies shall be at least as broad as ISO form CG20 01 04 13.

3. Except for professional liability insurance or workers’ compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury.

4. By execution of this Contract, Contractor hereby grants to City a waiver of any right to subrogation which any insurer of Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not City has received a waiver of subrogation endorsement from the insurer.

5. If the insurance is written on a Claims Made Form, then, following termination of this Contract, said insurance coverage shall survive for a period of not less than five years.

6. The insurance policies shall provide for a retroactive date of placement coinciding with the Effective Date of this Contract.

7. The limits of insurance required in this Contract may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City (if agreed to in a written contract or agreement) before City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

8. It shall be a requirement under this Contract that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City or any other additional insured party.

Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Contract; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum insurance requirements of this Contract are sufficient to cover the obligations of the Contractor under this Contract.

9. Contractor agrees to ensure that subcontractors, and any other party involved with the performance of work under this Contract, who is brought onto or involved in the performance of the work by Contractor under this Contract, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Contract. CONSUTLANT agrees that upon request by City, all Docusign Envelope ID: E93C1355-2847-4B3D-989E-F3DD1DF04886 v. Feb 2025 Exhibit B-3
agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the work under this Contract will be submitted to City for review.

10. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the Scope of Work reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Contract.

Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

C. Deductibles and SIR’s. Any deductibles or self-insured retentions in Contractor's insurance policies must be declared to and approved by the City and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or City or other additional insured party. At City's option, the deductibles or selfinsured retentions with respect to City shall be reduced or eliminated to City's satisfaction, or Contractor shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney’s fees and defense expenses.

D. Proof of Insurance. Contractor shall provide to the Project Manager all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Contract; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Contract. City reserves the right to obtain a full certified copy of any insurance policy and endorsements from Contractor. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by the City.

Failure to comply with these requirements shall be considered a material breach of contract.

Docusign Envelope ID: E93C1355-2847-4B3D-989E-F3DD1DF04886 v. Feb 2025 Exhibit C-1

EXHIBIT C

GENERAL TERMS AND CONDITIONS

1. COMPLIANCE WITH ALL LAWS.

Contractor shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Contract. Contractor shall perform all work under this Contract in accordance with these laws, ordinances, codes and regulations. Contractor shall release, defend, indemnify and hold harmless City, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations.

2. PROVISIONS DEEMED INSERTED.

Every provision of law required to be inserted in the Contract is deemed to be inserted, and the Contract will be construed and enforced as though such provision has been included. If it is discovered that through mistake or otherwise that any required provision was not inserted, or not correctly inserted, the Contract will be deemed amended accordingly.

3. SEVERABILITY.

If any provision of the Contract documents, or portion of a provision, is determined to be illegal, invalid, or unenforceable, the remaining provisions of the Contract documents will remain in full force and effect.

4. OWNERSHIP OF DOCUMENTS.

The written documents and materials prepared by the Contractor in connection with the performance of its duties under this Contract, shall be the sole property of City. City may use said property for any purpose, including projects not contemplated by this Contract.

5. INSPECTION AND AUDIT.

Upon reasonable notice, Contractor shall make available to City, or its agent, for inspection and audit, all documents and materials maintained by Contractor in connection with its performance of its duties under this Contract. Contractor shall fully cooperate with City or its agent in any such audit or inspection. Contractor shall maintain all Projectrelated records for a period of three (3) years from completion of the work.

6. ASSIGNABILITY.

The parties agree that they shall not assign or transfer any interest in this Contract nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Contract or any rights, duties Docusign Envelope ID: E93C1355-2847-4B3D-989E-F3DD1DF04886 v. Feb 2025 Exhibit C-2
or obligations arising hereunder shall be void and of no effect.

7. WORKERS' COMPENSATION.

Contractor certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and Contractor certifies that it will comply with such provisions before commencing the performance of the work of this contract.

8. NONDISCRIMINATION.

Contractor shall not discriminate, in any way, against any person on the basis of sex, race, color, religion, ancestry, national origin, ethnic group identification, age, mental disability, physical disability, medical condition, genetic information, marital status, or sexual orientation in connection with or related to the performance of its duties and obligations under this Contract.

9. NO THIRD PARTY BENEFICIARIES.

City and Contractor do not intend, by any provision of this Contract, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Contract, to the other party.

10. INDEPENDENT CONTRACTOR.

For the purposes, and for the duration, of this Contract, Contractor, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the City. Contractor and City expressly intend and agree that the status of Contractor, its officers, agents and employees be that of an Independent Contractor and not that of an employee of City.

11. ENTIRE CONTRACT -- AMENDMENTS.

A. The terms and conditions of this Contract, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Contract of the parties with respect to the subject matter of this Contract.

B. This written Contract shall supersede any and all prior contracts, oral or written, regarding the subject matter between the Contractor and the City.

C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Contract, shall be valid or binding, except by way of a written amendment to this Contract.

D. The terms and conditions of this Contract shall not be altered or modified Docusign Envelope ID: E93C1355-2847-4B3D-989E-F3DD1DF04886 v. Feb 2025 Exhibit C-3
except by a written amendment to this Contract signed by the Contractor and the City.

E. If any conflicts arise between the terms and conditions of this Contract, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Contract shall control.

12. SET-OFF AGAINST DEBTS.

Contractor agrees that City may deduct from any payment due to Contractor under this Contract, any monies which Contractor owes City under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts.

13. WAIVERS.

The waiver by either party of any breach or violation of any term, covenant or condition of this Contract, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Contract, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Contract or any applicable law, ordinance or regulation.

14. CITY BUSINESS LICENSE / OTHER TAXES.

Contractor shall obtain and maintain during the duration of this Contract, a City business license as required by the San Rafael Municipal Code, and Contractor shall pay any and all state and federal taxes and any other applicable taxes. City shall not be required to pay for any work performed under this Contract, until Contractor has provided City with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification).

15. SURVIVAL OF TERMS.

Any terms of this Contract that by their nature extend beyond the term (or termination) of this Contract shall remain in effect until fulfilled and shall apply to both Parties’ respective successors and assigns.

16. GOVERNING LAW.

This Contract shall be deemed to have been executed in the County of Marin, California. The formation, interpretation and performance of this Contract shall be governed by the laws of the State of California, excluding its conflict of laws rules. Any suit or action initiated by either party shall be brought in the County of Marin, California unless the parties agree otherwise in a written amendment to this Contract.

Docusign Envelope ID: E93C1355-2847-4B3D-989E-F3DD1DF04886 v. Feb 2025 Exhibit C-4

17. CONFLICT OF INTEREST.

Contractor, its employees, subcontractors and agents, may not have, maintain or acquire a conflict of interest in relation to this Contract in violation of any City ordinance or policy or in violation of any California law, including under Government Code section 1090 et seq. and under the Political Reform Act as set forth in Government Code section 81000 et seq. and its accompanying regulations. Any violation of this Section constitutes a material breach of the Contract.

18. AUTHORIZATION.

Each individual signing above warrants that they are authorized to do so by the party that they represent, and that this Contract is legally binding on that party. If Contractor is a corporation, signatures from two officers of the corporation are required pursuant to California Corporation Code section 313.

19. COUNTERPARTS AND ELECTRONIC SIGNATURE.

This Contract may be executed by electronic signature and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission.

Docusign Envelope ID: E93C1355-2847-4B3D-989E-F3DD1DF04886 Updated January 7, 2026

CONTRACT ROUTING FORM
INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below.

All following documents are attached as reference material.

RESPONSIBLE PARTY DESCRIPTION COMPLETED
Project Manager Email PINS insurance request to Contractor ☐ City Attorney’s Office Review, revise as needed, and approve agreement as to form
Department Director
Review and approve agreement
☐ AB 339 not applicable or ☐ Complied with AB 339
Risk Management Confirm insurance documentation is complete Finance Review and sign off on funding availability
TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER:

Contracting Department:

Project Manager:

Contractor Name:

Contractor’s Contact: Contact’s Email:

City Council Date: ☐ ___________________ or ☐ Not applicable ☐ FPPC: Check if Contractor must file Form 700
Public Works
X
Bob Addiego
X
[email protected]
Shannon Mackle (for April Miller)
Swinerton Management & Consulting
February 17, 2026
Docusign Envelope ID: E93C1355-2847-4B3D-989E-F3DD1DF04886 X
City of San Rafael - 350 Merrydale Road Interim Shelter Project December 18, 2025
2 0 2 6

N D J F M A M J J A S O N D
350 Merrydale Road Interim Shelter Project
Procure Architect / Design Team Project Executive 0.500 164 $250 $20,500.00 Review Utility Requirements Sr. Project Manager 2.125 164 $225 $78,412.50 Prepare / Submit PG&E Application Asst Project Manager 0.000 164 $160 $0.00 Schematic Design
Community Engagement Session - Dec 9th Total $98,912.50 Community Meeting - January 14th
Construction Documents
Permitting
Bid / Award
Construction Phase Project Executive 0.63 164 $250 $25,625.00 PG&E Application / Timeline to Energize Sr. Project Manager 1.25 164 $225 $46,125.00 Punch List / Final Inspection Asst Project Manager 2.25 164 $160 $59,040.00 Construction Complete / City Occupancy
Total $130,790.00
$ 229,703
Project Executive 0.000 0.125 0.125 0.125 0.125 0.125 0.125 0.125 0.125 0.125 Sr. Project Manager 0.125 0.500 0.500 0.500 0.500 0.250 0.250 0.250 0.250 0.250 Asst Project Manager 0.500 0.500 0.500 0.500 0.250
Swinerton Labor Hours by Position
Project Executive
Sr. Project Manager
Asst Project Manager
TOTALS
Project Qualifications / Assumptions:

1. LCA under contract in December 2025 and begins Site Assessments, Utility Calculations, and Schematic Design.

2. PG&E Application process starts in December 2025. Based on PG&E timeline, project energizing would be expected in late- August 2026.

3. Construction Documents will be completed by mid-February 2026.

4. City Building Department review / plan check / permitting to be completed by early-March 2026.

5. Bid Phase / Award Construction Contract to be completed by end of April 2026.

6. Construction Phase duration is approximately four (4) months. Completion to coincide with PG&E energization.

SMC Staffing Qualifications / Assumptions:

1. The Sr. PM will provide part-time PM/CM Services during the Preconstruction, Bid, and Construction Phases.

2. The Asst Project Manager will provide part-time PM/CM Services during the Construction Phase to assist the Sr. PM and observe field work.

3. The Project Executive will provide project administration and support to the team as needed throughout Preconstruction and Construction Phases. 2025
Level of Effort (Totals) Total Monthly Hours Available Total Hours Hourly Rates Totals Precon Budget
Construction Budget

PROJECT TOTALS
Team Member Level of Effort (Full-time Equivalent)

3.375 164 553.5 $225 $124,538

1.125 164 184.5 $250 $46,125
1,107.0 $229,703

2.250 164 369.0 $160 $59,040
Docusign Envelope ID: E93C1355-2847-4B3D-989E-F3DD1DF04886 2001 Clayton Road, 7th Floor
Concord, CA 94520-2166
925.602.6400
swinerton.com
Proposal for PM/CM Services for the 350 Merrydale Road Interim Shelter Project Page 1 December 18, 2025
Via email to John Stefanski [email protected] Mr. John Stefanski
Assistant City Manager
City of San Rafael
1400 Fifth Avenue, Room 203
San Rafael, CA 94901
Subject: 350 Merrydale Road Interim Shelter Project
Proposal for Project Management/Construction Management Services Dear Mr. Stefanski:

Swinerton Management & Consulting (Swinerton) is pleased to present this proposal to provide Project Management/Construction Management (PM/CM) Services for the City’s 350 Merrydale Road Interim Shelter Project. Our proposal is based on our meeting on December 3, 2025, followup discussions and meetings with the City staff, and project information provided via email.

We understand the City is requesting PM/CM services to oversee the design and construction of the 350 Merrydale Road Interim Shelter Project, which includes potential pedestrian safety improvements, site utility upgrades, site electrical service and lighting, 65 modular housing units, fencing, security cameras, and temporary facilities (mobile showers). Swinerton further understands the project delivery method is Design-Bid-Build and the City has retained LCA Architects to provide the project design and construction documents. The schematic design has immediately begun, which will be followed by the development of the construction documents, permitting, bid, award, and construction phases. As the City has submitted an exemption for Environmental requirements (CEQA), this will need to be confirmed during the design phase.

We understand the City is looking for assistance with the following services:
 Design Management services
 Project Schedule Development and Management
 Project Budget Development and Monitoring
 Coordination between Design Team, City Staff, and other stakeholders  Support to Design Team with San Rafael Fire Department  PG&E Coordination / Application Process
Docusign Envelope ID: E93C1355-2847-4B3D-989E-F3DD1DF04886 Proposal for PM/CM Services for the 350 Merrydale Road Interim Shelter Project Page 2  Constructability Reviews
 Environmental Process Management services (CEQA)
 Permitting / Plan check review coordination
 Bid and Award Phases Support
 Construction Management Services
o Project Document Control
o Photo Documentation / Progress recording
o Daily Field Observations / Reports
o Assistance with RFI’s and Submittals
o Attending weekly progress (OAC) meetings
o Quality Assurance (review contractor quality control) o Coordinating special inspection and materials testing (as required) o Monitor Contractor progress / schedule and budget
o Assist with Contractor Progress Payment review
o Assist with change order request review and negotiation o Verify Contractor As-builts / Record Drawings
o Punch List / Final Inspection
o Occupancy
 Post Construction and Project Close-out
SWINERTON TEAM:

Mr. Bob Addiego, Project Executive, will lead the team in this effort and will provide support to the project team. Mr. Addiego will also provide project administration support and be the overall contact for Swinerton’s contract. Mr. Addiego has managed and overseen several relevant projects for local agencies over recent years, including the City of Concord Willow Pass Road SR2T Repaving, the City of Richmond Yellow Brick Road, and, currently, the Contra Costa County Brookside Modular Project in Richmond.

Mr. Jesse Saavedra, Senior Project Manager, will be the daily point of contact. Mr. Saavedra will provide project management services during the design, bid and award phases. He will also be the main point of contact during the construction and post-construction phases, and will be supported by an assistant project manager during construction. He will ensure onsite field observations, coordination with the City and Design Team, and monitor the Contractor.

He will monitor the Contractor’s progress, means and methods, and work with the Design Team to ensure the work is in compliance with the plans and specifications.

The attached schedule and staffing plan illustrates the anticipated level of effort for the PM/CM services throughout the Design/Preconstruction, Construction and Post-Construction Phases.

Docusign Envelope ID: E93C1355-2847-4B3D-989E-F3DD1DF04886 Proposal for PM/CM Services for the 350 Merrydale Road Interim Shelter Project Page 3 Our fee proposal of $229,703.00 is a not-to-exceed amount so any hours or costs not expended will not get billed to the City. If you have any questions or require additional clarification, please do not hesitate to call me at (925) 270-5636.

Thank you for this opportunity to submit this proposal.

Very truly yours,
Bob Addiego, CCM, LEED® AP
Project Executive
Attachment: 350 Merrydale Road Schedule / Staffing Plan CC: Jeff Gee
Connie Guerrero
Jesse Saavedra
Bob Addiego
Digitally signed by Bob Addiego
DN: C=US, [email protected],
O=Swinerton Mgmt & Consulting, CN=Bob Addiego
Date: 2025.12.18 12:13:22-08'00'
Docusign Envelope ID: E93C1355-2847-4B3D-989E-F3DD1DF04886 Certificate Of Completion
Envelope Id: E93C1355-2847-4B3D-989E-F3DD1DF04886 Status: Sent Subject: DocuSign: PSA with Swinerton Management for 350 Merrydale Interim Shelter PM & CM Services Source Envelope:

Document Pages: 21 Signatures: 1 Envelope Originator:

Certificate Pages: 5 Initials: 3 Shannon Mackle
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
111 Morphew St
San Rafael, CA 94901
[email protected]
IP Address: 69.181.69.46
Record Tracking
Status: Original
1/7/2026 9:20:37 AM
Holder: Shannon Mackle
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Nataly Torres
[email protected]
Legal Assistant
City of San Rafael
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 199.88.113.8
Sent: 1/29/2026 11:10:14 AM
Viewed: 1/29/2026 11:12:00 AM
Signed: 1/29/2026 11:12:13 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
April Miller
[email protected]
Public Works Director
Security Level: Email, Account Authentication
(None) Signature Adoption: Uploaded Signature Image
Using IP Address:
2001:5a8:4488:8800:813e:fba7:368d:2c3
Sent: 1/29/2026 11:10:14 AM
Viewed: 1/29/2026 11:17:24 AM
Signed: 1/29/2026 11:18:02 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Van Bach
[email protected]
Signing Group: Finance
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 199.88.113.8
Sent: 1/29/2026 11:18:05 AM
Viewed: 1/29/2026 1:03:34 PM
Signed: 1/29/2026 1:04:08 PM
Electronic Record and Signature Disclosure:

Accepted: 1/29/2026 1:03:34 PM
ID: a1c9f184-8ecd-41f6-99fc-8f9ddb56b37d
Jeffrey Gee
[email protected]
Vice President
Jeff Gee, Vice President
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 4.16.41.82
Sent: 1/29/2026 1:04:10 PM
Viewed: 1/29/2026 1:05:03 PM
Signed: 1/29/2026 1:05:37 PM
Electronic Record and Signature Disclosure:

Accepted: 1/29/2026 1:05:03 PM
ID: 0d87e9de-d856-4df9-b021-cf8f02273e02
Signer Events Signature Timestamp
SheriAnn Murphy
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 1/29/2026 1:05:40 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Andrea Visveshwara
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Heather Davis
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Cristine Alilovich
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 8/8/2025 5:50:59 PM
ID: 92734b64-c5dc-4308-af7f-b0f4b9ffd306
City Clerk
Signing Group: City Clerk
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Nataly Torres
[email protected]
Legal Assistant
City of San Rafael
Security Level: Email, Account Authentication
(None)
Using IP Address: 199.88.113.8
Sent: 1/29/2026 8:40:05 AM
Viewed: 1/29/2026 10:52:46 AM
Completed: 1/29/2026 11:10:12 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 1/29/2026 8:40:05 AM
Envelope Updated Security Checked 1/29/2026 11:10:13 AM Envelope Updated Security Checked 1/29/2026 11:10:13 AM Envelope Updated Security Checked 1/29/2026 11:10:13 AM Envelope Updated Security Checked 1/29/2026 11:10:13 AM Envelope Updated Security Checked 1/29/2026 11:10:13 AM Envelope Updated Security Checked 1/29/2026 11:10:13 AM Payment Events Status Timestamps
Electronic Record and Signature Disclosure

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of San Rafael (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us.

You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact City of San Rafael:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: [email protected] To advise City of San Rafael of your new email address
To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your Electronic Record and Signature Disclosure created on: 5/22/2025 12:46:43 PM Parties agreed to: Van Bach, Jeffrey Gee, Cristine Alilovich previous email address, your new email address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To request paper copies from City of San Rafael
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with City of San Rafael
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide-signing-system-requirements.

Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the checkbox next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:

You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify City of San Rafael as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of San Rafael during the course of your relationship with City of San Rafael.
v. Feb 2025 Page 1

AMENDMENT TO CONTRACT

BY AND BETWEEN
THE CITY OF SAN RAFAEL AND ________________________________ FOR ________________________________________________________ Original Contract Execution Date: ________________,
Contract No._______________________
Amendment No. ___
THE ABOVE-NAMED CONTRACT is hereby amended by the parties as set forth herein by the checked boxes below and is effective on _____________________. ☐ SCOPE OF WORK: The Scope of Work is hereby amended in Exhibit A-__, attached hereto and incorporated by reference.
☐ COMPENSATION: The parties agree to increase the not-to-exceed amount by $____________, and to increase the total not-to-exceed amount under the Contract to $_________________.
☐ TERM OF CONTRACT: For Contractor to perform the additional or amended work described herein, the term of this Contract shall be extended to ______________________.

Except as specifically amended herein, all other provisions, terms and obligations of the Contract between the parties shall remain valid and shall be in full force. 2026.0001
350 MERRYDALE ROAD INTERIM SHELTER ARCHITECTURAL SERVICES For City Clerk use only: Exp. 12/19/2026
January 8, 2026
1 X
207,250
1 280,750
LOVING CAMPOS ASSOCIATES, ARCHITECTS, INC.

X
Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 v. Feb 2025 Page 2
IN WITNESS WHEREOF, the parties have executed this Amendment on the day, month, and year first specified below.

CITY OF SAN RAFAEL:
_________________________________
________________________________,
_________________________________
Executed on:_______________________
APPROVED AS TO FORM:

Office of the City Attorney
_________________________________
________________________________,
_________________________________
ATTEST:

City Clerk
_________________________________
________________________________,
_________________________________
CONTRACTOR:
__________________________________
By: ____________________________
Name: ____________________________
Title: ____________________________
[If Contractor is a corporation, second
corporate officer signature required]
__________________________________
By: ____________________________
Name: ____________________________
Title: _____________________________
Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 EXHIBIT A - 1

SCOPE OF WORK AMENDED
The Parties hereby agree to amend the Scope of Work to add the following work:

1. Additional or Amended Services:

Based on the Contractor’s proposal submitted on December 29, 2025, Contractor shall perform the following:

Task 1 – GENERAL PROJECT ADMINISTRATION
1) The Construction Management Consultant (Swinerton Management & Consulting) will coordinate, facilitate, and define communication protocol with the City. LCA will assist with Design Consultant Information, as needed. 2) The Construction Management Consultant will coordinate and schedule meetings with LCA’s collaboration, as needed.
3) LCA will focus on the management of the Construction Documents Set generated by the Design Team of Consultants.
4) The Construction Management Consultant will provide agendas and minutes and will distribute to all Stakeholders for review and comment. 5) LCA will assemble and package conformed sets for City Plan Check Review and the PG&E package for the Construction Management Consultant to coordinate review and submittal.
6) The Construction Management Consultant will coordinate and facilitate communication and documentation regarding Public Utilities, Trash Companies, Solar Companies, and the like. LCA will provide Design Documents, as needed. 7) The Construction Management Consultant will administratively coordinate with Stakeholders.
8) The Construction Management Consultant will develop the Project Schedule and track Tasks and monitor progress. LCA will provide input related to design, as needed.
9) The Construction Management Consultant will develop and coordinate Budget Cost Estimate, which will include direct and indirect costs. 10) The Construction Management Consultant will assist the City with establishing budget and coordination reviews.

Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 Task 2 – CONSTRUCTION DOCUMENTS AND LIMITED SPECIFICATIONS 1) Provide Construction Documents based on the approved Design Development Documents. The Construction Documents will set forth, in detail, the requirements for construction of the project. Construction Documents shall include Drawings and Limited Specifications that establish, in detail, the quality levels of materials and systems required for the project.
2) Assist the City in compiling the Project Manual that includes Conditions of the Contract for Construction and Limited Specifications and may include bidding requirements and sample forms.
3) Manage requirements per the CalGreen Code.

Task 3 – PERMITTING
1) Meet with City of San Rafael Representatives and establish permitting requirements and schedule. Assumes that the permit process will be expedited.

Establish protocol and timeline for plan check process. 2) Coordinate with other project consultants, assemble their plans into submittal sets and assist in processing their work.
3) Coordinate the submittal package through City of San Rafael Departments, Fire Districts, and other agencies to obtain required permits for construction. There will be one building permit submittal package only, not multiple separate submittal packages.
4) Respond to agency architectural comments, make plan revisions and prepare/process subsequent resubmittal(s) as required. Coordinate with agencies and other design consultants as required to obtain a Building Permit.

Task 4 – BIDDING
1) The Construction Management Consultant will coordinate the bid process with the City. LCA will assist and review documents, RFI’s, and Addenda, as needed. 2) Assist the City and/or the City’s Construction Manager in the development and preparation of:
a) Bidding and procurement information which describes the time, place, and conditions of bidding.
b) The Conditions of the Contracts for Construction (General, Supplementary and other Conditions).
3) Assist the City and/or the City’s Construction Manager in obtaining competitive bids or negotiated proposals and assist the City in awarding and preparing contracts for construction.
4) Assist the City and/or the City’s Construction Manager in establishing a list of prospective bidders or contractors.
5) Assist the City and/or the City’s Construction Manager in bid valuation or proposal evaluation and determination of the successful bid or proposal, if any.

Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 Task 5 – CONTRACT ADMINISTRATION SERVICES
1) The Architect will provide administration of the Contract between the City and their Contractor as set forth below:
a) Represent, advise, and consult with the City and their Construction Manager. b) Review and respond to properly prepared, timely requests by the Contractor for additional information about the Contract Documents.
c) Provide periodic site visits to become generally familiar with the site and keep the City informed about the progress and quality of work. d) Review and take appropriate action upon the Contractor’s submittals, such as Shop Drawings, Product Data, and/or Samples for conformance to the design intent of the Construction Documents.
e) Conduct Construction Site Reviews to assist the City in determining project completion dates, and review payment applications, if required.

Task 6 – ADDITIONAL SERVICES
1) Additional services would be those services and meetings not specifically listed and described above. Extra drawings, renderings, and changes required by the City of San Rafael, Contractor, or Local Government Agencies to drawings or designs previously approved, will be considered additional services. Additional services will only be provided with authorization in writing from the City. 2) For additional services of the Architect’s Consultants, compensation shall be computed as a multiple of 1.10 times the amount billed to the Architect for such services.

DELIVERABLES
The Scope of Work is amended to add the following:

2. Project Deliverables:

2.1 Respond to Contractor inquiries

2.2 Construction Documents and Specifications

2.3 Permit submittal package and resubmittals as necessary

2.4 Bid preparation, review and assistance

2.5 Site visits and progress reports

METHOD OF PAYMENT
Subject to the terms and conditions of this Contract, Contractor shall be paid on a basis as written below:

For Task 1, General Project Administration:
• Architect Fixed Fee: $50,000
Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 For Task 2, Construction Documents and Limited Specifications:
• Architect Fixed Fee: $45,000
• Electrical Engineer Fixed Fee: $13,000
• Joint Trench Consultant Fixed Fee: $17,000
For Task 3, Permitting:
• Architect Fixed Fee: $15,500
• Electrical Engineer Fixed Fee: $ 1,500
• Professional Cost Consultant Fixed Fee: $14,750
For Task 4, Bidding:
• Architect Fixed Fee: $7,500
• Electrical Engineer Fixed Fee: $500
• Joint Trench Consultant Fixed Fee: $1,000
For Task 5, Contract Administration Services:
• Architect Fixed Fee: $40,000
• Electrical Engineer Fixed Fee: $1,500
For Task 6, Additional Services:
• Hourly fee basis per attached fee schedule.

For Reimbursables: (Copies, prints, CADD plots, photography, preparing and compiling .pdf sets, scanning, colored print mounting, long distance calls, postage, express mail, and travel outside the Walnut Creek area):
• At cost plus 10%
Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 Updated January 7, 2026

CONTRACT ROUTING FORM
INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below.

All following documents are attached as reference material.

RESPONSIBLE PARTY DESCRIPTION COMPLETED
Project Manager Email PINS insurance request to Contractor ☐ City Attorney’s Office Review, revise as needed, and approve agreement as to form
Department Director
Review and approve agreement
☐ AB 339 not applicable or ☐ Complied with AB 339
Risk Management Confirm insurance documentation is complete Finance Review and sign off on funding availability
TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER:

Contracting Department:

Project Manager:

Contractor Name:

Contractor’s Contact: Contact’s Email:

City Council Date: ☐ ___________________ or ☐ Not applicable ☐ FPPC: Check if Contractor must file Form 700
February 17, 2026
X
Carl Campos [email protected]
Public Works / City Manager's Office
X
Shannon Mackle (for April Miller)
LCA Architects
Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 X
v. Feb 2025 Page 1

CITY OF SAN RAFAEL

PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Contract”) is entered into by and between the City of San Rafael (“City”) and __________________________________________ (“Contractor”), a __________________________________________________ for __________________________________________________________, and is effective on _____________________ (“Effective Date”). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Contract.”

RECITALS
A. City desires to secure professional services more fully described in this Contract, at Exhibit A, entitled “SCOPE OF WORK”; and
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, and necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and
C. Contractor acknowledges that the execution of this Contract by the City is predicated upon the representations made in Contractor’s proposal dated _________________ submitted to the City; and
D. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

NOW, THEREFORE, the parties hereby agree as follows:

CONTRACT

1. WORK TO BE PERFORMED.

Except as otherwise may be expressly specified in this Contract, Contractor shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise (collectively referred to as “Services”) to satisfactorily complete the work required by City at its sole risk and expense. Services to be provided to City are more fully described in Exhibit A entitled “SCOPE OF WORK.”.

California
December 19, 2025
350 Merrydale Road Interim Shelter Architectural Services Loving Campos Associates, Architects, Inc.

Docusign Envelope ID: 76EA6BFF-ECEC-4D39-9751-8A4810394DA8 Corporation
January 8, 2026
2026.0001
Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 v. Feb 2025 Page 2

2. COMPENSATION.

In consideration for Contractor’s complete performance of the Scope of Work, City will pay Contractor in accordance with the rates and/or prices set forth in Exhibit A, up to the not-to-exceed amount of $_____________.

Contractor shall not increase its rates throughout the Term of this Contract, except that upon 60 day written notice, Contractor may adjust its rates no more than once annually at a maximum amount equal to the percentage change through December in the prior calendar year to the consumer price index (“CPI”) for California, All Urban Consumers, San Francisco-Oakland-San Jose areas, not to exceed five percent (5%).

Contractor will bill City on a monthly basis for work performed by Contractor during the preceding month, subject to verification by City. City will pay Contractor within thirty (30) days of City’s receipt of invoice.

3. TERM OF CONTRACT.

This Contract becomes effective upon the date listed as "Effective Date" and shall remain in effect until the completion of all obligations of both Parties hereto, or ___________________________ from the Effective Date, whichever comes first, unless terminated or amended as provided herein.

4. RELIANCE ON PROFESSIONAL SKILL OF CONTRACTOR.

Contractor represents that it has the necessary professional skills to perform the work required and the City shall rely on such skills of the Contractor to do and perform the work. In performing the work hereunder Contractor shall adhere to the standards generally prevailing for the performance of expert consulting services similar to those to be performed by Contractor hereunder.

Contractor represents that it has reviewed Exhibit A and that in its professional judgment the work to be performed under this Contract can be performed for a fee within the maximum amount set forth herein and within the times specified.

Contractor represents that it possesses all necessary training, licenses and permits to perform the Scope of Work and that its performance of the Scope of Work will conform to the standards of practice of a professional having experience and expertise in performing professional services of like nature and complexity of the Scope of Work working on similar, successfully completed projects.

The granting of any progress payment by City, or the receipt thereof by Contractor, or any inspection, review, approval or oral statement by any representative of City or any other governmental entity, shall in no way waive or limit the obligations in this Paragraph 4 or lessen the liability of Contractor for unsatisfactory work, including but not limited to cases where the defective or below standard work may not have been one (1) year
73,500
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apparent or detected at the time of such payment, inspection, review or approval.

5. PROJECT COORDINATION.

A. City’s Project Manager. ________________________________ is hereby designated the Project Manager for the City and said Project Manager shall supervise all aspects of the progress and execution of this Contract.

B. Contractor’s Project Director. Contractor shall assign a single Project Director to have overall responsibility for the progress and execution of this Contract for Contractor. ___________________________________ is hereby designated as the Project Director for Contractor. Should circumstances or conditions subsequent to the execution of this Contract require a substitute Project Director, for any reason, the Contractor shall notify the City within ten (10) business days of the substitution.

6. TERMINATION.

A. The term of this Contract shall commence upon the date hereinabove written and shall expire upon completion of performance of work hereunder by Contractor.

B. Notwithstanding the provisions of (A) above, City may with or without cause, direct Contractorto suspend, delay or interrupt the work, in whole or in part, for such periods of time as City may determine in its sole discretion.

C. City may terminate this Contract in whole, or from time to time in part, for default, should Contractor commit a material breach of this Contract, or part thereof, and not cure such breach within ten (10) calendar days of the date of City’s written notice to Contractor demanding such cure, in which case Contractor shall be liable to City for all loss, cost, expense, damage and liability resulting from such breach and termination.

D. City may terminate this Contract in whole, or from time to time in part, for convenience, whenever City determines that such termination is in City’s best interests, in which case Contractor shall be entitled to recover its costs expended up to the termination date plus reasonable profit thereon to the termination date as this Contract would otherwise provide, but may recover no other cost, damage or expense. Contractor shall continue its work throughout the course of any dispute, and Contractor’s failure to continue work during a dispute shall be a material breach of this Contract.

E. Lack of Appropriation: If this Contract is a multi-year contract, subject to appropriation each fiscal year, the City may terminate this Contract immediately for lack of appropriation of funds.

F. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Contract without the prior written consent of the other.

Carl Campos
April Miller, Public Works Director
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G. Return of Documents. Upon termination, any and all City documents or materials provided to Contractor and any and all of Contractor's documents and materials prepared for or relating to the performance of its duties under this Contract, shall be delivered to City as soon as possible, but not later than thirty (30) days after termination.

7. INSURANCE REQUIREMENTS.

During the term of this Contract, and for any time period set forth in Exhibit B, Contractor shall procure and maintain in full force and effect, at no cost to City insurance policies with respect to employees and vehicles assigned to the performance of work under this Contract with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit B.

8. INDEMNIFICATION.

A. Except as otherwise provided in subparagraph B of this section, Contractor shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by City, and hold harmless City, its officers, agents, employees and volunteers (collectively, the “City Indemnitees”), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively “CLAIMS”), arising out of Contractor’s performance of its obligations or conduct of its operations under this Contract. The Contractor's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees.

However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the Contractor's indemnification obligation shall be reduced in proportion to the City Indemnitees’ share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the Contractor’s work or work product by the City or any of its directors, officers or employees shall not relieve or reduce the Contractor’s indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Contractor’s performance of or operations under this Contract, Contractor shall provide a defense to the City Indemnitees or at City’s option reimburse the City Indemnitees their costs of defense, including reasonable attorneys’ fees, incurred in defense of such claims.

B. Where the work to be performed by Contractor under this Contract are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, then, to the extent permitted by law including without limitation, Civil Code sections 2782, 2782.6 and 2782.8, Contractor shall indemnify and hold harmless the City and its officers, officials, and employees (collectively City Indemnitees) from and against damages, liabilities or costs (including incidental damages, Court costs, reasonable attorney’s fees as may be determined by the Court, litigation expenses and fees of expert witnesses incurred in connection therewith and costs of investigation) to the extent they are caused by the negligence, Docusign Envelope ID: 76EA6BFF-ECEC-4D39-9751-8A4810394DA8 Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 v. Feb 2025 Page 5
recklessness, or willful misconduct of Contractor, or any sub Contractors, or subcontractor or anyone directly or indirectly employed by them, or anyone for whom they are legally liable (collectively Liabilities). Such obligation to hold harmless and indemnify any indemnity shall not apply to the extent that such Liabilities are caused in part by the negligence or willful misconduct of such City Indemnitee.

C. The defense and indemnification obligations of this Contract are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Contract and shall survive the termination or completion of this Contract for the full period of time allowed by law.

9. PREVAILING WAGE.

If the work to be performed under this Contract is for services where prevailing wages are required by State law, Contractor shall pay prevailing wages to its employees on any contract in excess of $1,000.00, Copies of the general prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Contract, as determined by Director of the State of California Department of Industrial Relations, are on file at the City’s Public Works Department upon request and may be obtained from the California Department of Industrial Relations website
[http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm]. Contractor shall comply with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all employees, pursuant to the California Labor Code. Contractor and all subcontractors shall keep and maintain accurate employee payroll records for Work performed under the Contract. The payroll records shall be certified and submitted as required by law, including Labor Code Sections 1771.4 (if applicable) and 1776, including to the Labor Commissioner no less frequently than monthly. Contractor shall comply fully with Labor Code Section 1777.5 in the hiring of apprentices for work relating to the Contract.

10. NOTICES.

All notices and other communications required or permitted to be given under this Contract, including any notice of change of address, shall be in writing and given by email, personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of email, personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows:

To City’s Project Manager:
[As identified in item 5.A]
___________________________
San Rafael, CA 94901
Email: ______________________
To Contractor’s Project Director:
[As identified in item 5.B]
___________________________
___________________________
Email: ______________________
590 Ygnacio Valley Rd, Suite 310
Walnut Creek, CA 94596
[email protected] [email protected]
111 Morphew Street
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11. LIABILITY OF CITY.

Except as provided in Exhibit A, Scope of Work to be Provided by Contractor and Exhibit B, Insurance, City's obligations under this Contract shall be limited to the payment of the compensation provided for in Paragraphs 1 and 2 of this Contract, Notwithstanding any other provision of this Contract, in no event shall City be liable, regardless of whether any claim is based on contract, tort or otherwise, for any special, consequential, indirect or incidental damages, lost profits or revenue, arising out of or in connection with this Contract, the Scope of Work, or the Project.

City shall not be responsible for any damage to persons or property as a result of the use, misuse or failure of any equipment used by Contractor, or by any of its employees, even though such equipment be furnished, rented or loaned to Contractor by City. The acceptance or use of such equipment by Contractor or any of its employees shall be construed to mean that Contractor accepts full responsibility for and shall exonerate, indemnify, defend and save harmless City from and against any and all claims for any damage or injury of any type, including attorneys' fees, arising from the use, misuse or failure of such equipment, whether such damage be to the Contractor, its employees, City employees or third parties, or to property belonging to any of the above.

Nothing in this Contract shall constitute a waiver or limitation of any right or remedy, whether in equity or at law, which City or Contractor may have under this Contract or any applicable law. All rights and remedies of City or Contractor, whether under this Contract or other applicable law, shall be cumulative.

12. MEDIATION.

Unless waived by the City, should any dispute arise out of this Contract, the parties shall meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Unless the City waives this requirement, Contractor shall not be permitted to file legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, shall be paid equally by the parties. If a mediated settlement is reached neither party shall be deemed the prevailing party for purposes of the settlement and each party shall bear its own legal costs.

13. GENERAL TERMS AND CONDITIONS.

This Contract includes, and the Contractor agrees to comply with the City’s General Terms and Conditions, which are set forth in Exhibit C, attached hereto and incorporated by reference.
[Signatures are on the following page.]
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IN WITNESS WHEREOF, the parties have executed this Contract as of the day, month and year first above written.

CITY OF SAN RAFAEL:
_________________________________
________________________________,
_________________________________
Executed on:_______________________
APPROVED AS TO FORM:

Office of the City Attorney
_________________________________
________________________________,
_________________________________
ATTEST:

City Clerk
_________________________________
________________________________,
_________________________________
CONTRACTOR:
__________________________________
By: ____________________________
Name: ____________________________
Title: ____________________________
[If Contractor is a corporation, second
corporate officer signature required]
__________________________________
By: ____________________________
Name: ____________________________
Title: _____________________________
Docusign Envelope ID: 76EA6BFF-ECEC-4D39-9751-8A4810394DA8 LCA Architects Inc
CEO | Architect
Carl Campos
David Bogstad
President/ Architect
LCA Architects Inc.

Chief Assistant City Attorney
Andrea Visveshwara
Cristine Alilovich
City Manager
January 8, 2026
Lindsay Lara
City Clerk
Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3

EXHIBIT A

SCOPE OF WORK
This is an Exhibit attached to, and made a part of the Contract by and between Contractor and the City providing for the referenced services. The Scope of Work includes:

1. Description of the Work:

1.1 Description: The City of San Rafael will provide short term interim housing through a tiny home community, located at 350 Merrydale Road in San Rafael. The contractor, Loving Campos Associates, Architects, Inc. will provide architectural services for the project.

2. Specific Tasks:

As part of the Scope of Work, the Contractor shall perform the following tasks:

2.1 Task 1 – Schematic Design Documents:

Provide Schematic Design Documents based on the agreed City-approved program. The documents shall establish the Schematic Design of the Project illustrating the scale and relationship of the Project components. The Schematic Design Documents shall include the following:
a) Schematic Site Plan
b) Preliminary Floor Plans
c) Preliminary Cost Estimate
Docusign Envelope ID: 76EA6BFF-ECEC-4D39-9751-8A4810394DA8 Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3

2.2 Task 2 – Design Development Documents / Value Engineering / Preliminary Construction Documents:
1) LCA Architects, Inc. shall provide Design Development Documents based on City’s approval of the Conceptual Design Documents and the Approved City of San Rafael Submittal Documents. The Design Development Documents shall illustrate and describe the refinement of the design of the Project, establishing the scope, relationships, forms, size and appearance of the Project by means of plans, sections and elevations, typical construction details, and equipment layouts. The Design Development Documents shall include:
a) Specifications that identify major materials and systems and establish in general their quality levels.
b) Further developed interior floor plan layouts, exterior elevations, building sections, equipment layouts, and construction details to meet the City’s program. c) Coordination with the City’s interior designer.
2) Meet with the City and subconsultants to discuss Design Development Documents and get input on constructability.
3) Meet with the City’s General Contractor and their framers, plumbers, electricians, etc., with Design Development Phase drawings prepared by the Design Team. Obtain direction from the City and their General Contractor and subcontractors on proposed systems, products, and any drawing revisions necessary for constructability.
4) Final meeting with the City and their General Contractor and their subconsultants to verify incorporation of all elements recommended to be incorporated in the drawings for construction. The Design Team will complete the Design Development Documents based on sign-off from the City at this time. 5) The City and/or their General Contractor or Cost-Estimation Consultant to verify the project is within budget and no further Value Engineering or revisions will be required by the Architect and his consultants.

DELIVERABLES
Contractor’s deliverables under the Contract are enunciated throughout the Contract and include but are not limited to the following:

1. Project Deliverables:

1. Schematic Design Documents

2. Design Development Documents

3. Preliminary Construction Documents

METHOD OF PAYMENT
Subject to the terms and conditions of this Contract, Contractor shall be paid on a basis as written below:

Docusign Envelope ID: 76EA6BFF-ECEC-4D39-9751-8A4810394DA8 Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 For Task 1, Schematic Design Documents:
• Architect Fixed Fee: $15,000
• Electrical Engineer Fixed Fee: $6,500
• Joint Trench Consultant Fixed Fee: $5,000
• Professional Cost Consultant Fixed Fee: $8,500
For Task 2, Design Development Documents / Value Engineering / Preliminary Construction Documents:
• Architect Fixed Fee: $20,000
• Electrical Engineer Fixed Fee: $6,500
• Professional Cost Consultant Fixed Fee: $12,000

SCHEDULE
Work will be coordinated per Project Manager correspondence. – END OF EXHIBIT A –
Docusign Envelope ID: 76EA6BFF-ECEC-4D39-9751-8A4810394DA8 Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 v. Feb 2025 Exhibit B-1

EXHIBIT B

INSURANCE REQUIREMENTS
During the term of this Contract, and for any time period set forth below, Contractor shall procure and maintain in full force and effect, at no cost to City insurance policies with respect to employees and vehicles assigned to the performance of work under this Contract with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in this Exhibit B.

A. Scope of Coverage. During the term of this Contract, Contractor shall maintain, at no expense to City, the following insurance:

1. Commercial general liability. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage.

2. Automobile liability. An automobile liability (owned, non-owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence.

3. Professional liability. If any licensed professional performs any of the work required to be performed under this Contract, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the Contractor's performance under this Contract. Where Contractor is a professional not required to have a professional license, City reserves the right to require Contractor to provide professional liability insurance pursuant to this section.

4. Workers’ compensation. If it employs any person, Contractor shall maintain workers’ compensation insurance, as required by the State of California, with statutory limits, and employer’s liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. Contractor’s workers’ compensation insurance shall be specifically endorsed to waive any right of subrogation against City.

B. Other Insurance Requirements. The insurance coverage required of the Contractor in subparagraph A of this section above shall also meet the following requirements:

1. Except for professional liability insurance or workers’ compensation insurance, the insurance policies shall be specifically endorsed to include the City, its officers, agents, employees, and volunteers, as additional insureds (for both ongoing and completed operations) under the policies.

2. The additional insured coverage under Contractor’s insurance Docusign Envelope ID: 76EA6BFF-ECEC-4D39-9751-8A4810394DA8 Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 v. Feb 2025 Exhibit B-2
policies shall be “primary and noncontributory” with respect to any insurance or coverage maintained by City and shall not call upon City's insurance or self-insurance coverage for any contribution. The “primary and noncontributory” coverage in Contractor’s policies shall be at least as broad as ISO form CG20 01 04 13.

3. Except for professional liability insurance or workers’ compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury.

4. By execution of this Contract, Contractor hereby grants to City a waiver of any right to subrogation which any insurer of Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not City has received a waiver of subrogation endorsement from the insurer.

5. If the insurance is written on a Claims Made Form, then, following termination of this Contract, said insurance coverage shall survive for a period of not less than five years.

6. The insurance policies shall provide for a retroactive date of placement coinciding with the Effective Date of this Contract.

7. The limits of insurance required in this Contract may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City (if agreed to in a written contract or agreement) before City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

8. It shall be a requirement under this Contract that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City or any other additional insured party.

Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Contract; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum insurance requirements of this Contract are sufficient to cover the obligations of the Contractor under this Contract.

9. Contractor agrees to ensure that subcontractors, and any other party involved with the performance of work under this Contract, who is brought onto or involved in the performance of the work by Contractor under this Contract, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Contract. CONSUTLANT agrees that upon request by City, all Docusign Envelope ID: 76EA6BFF-ECEC-4D39-9751-8A4810394DA8 Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 v. Feb 2025 Exhibit B-3
agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the work under this Contract will be submitted to City for review.

10. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the Scope of Work reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Contract.

Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

C. Deductibles and SIR’s. Any deductibles or self-insured retentions in Contractor's insurance policies must be declared to and approved by the City and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or City or other additional insured party. At City's option, the deductibles or selfinsured retentions with respect to City shall be reduced or eliminated to City's satisfaction, or Contractor shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney’s fees and defense expenses.

D. Proof of Insurance. Contractor shall provide to the Project Manager all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Contract; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Contract. City reserves the right to obtain a full certified copy of any insurance policy and endorsements from Contractor. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by the City.

Failure to comply with these requirements shall be considered a material breach of contract.

Docusign Envelope ID: 76EA6BFF-ECEC-4D39-9751-8A4810394DA8 Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 v. Feb 2025 Exhibit C-1

EXHIBIT C

GENERAL TERMS AND CONDITIONS

1. COMPLIANCE WITH ALL LAWS.

Contractor shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Contract. Contractor shall perform all work under this Contract in accordance with these laws, ordinances, codes and regulations. Contractor shall release, defend, indemnify and hold harmless City, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations.

2. PROVISIONS DEEMED INSERTED.

Every provision of law required to be inserted in the Contract is deemed to be inserted, and the Contract will be construed and enforced as though such provision has been included. If it is discovered that through mistake or otherwise that any required provision was not inserted, or not correctly inserted, the Contract will be deemed amended accordingly.

3. SEVERABILITY.

If any provision of the Contract documents, or portion of a provision, is determined to be illegal, invalid, or unenforceable, the remaining provisions of the Contract documents will remain in full force and effect.

4. OWNERSHIP OF DOCUMENTS.

The written documents and materials prepared by the Contractor in connection with the performance of its duties under this Contract, shall be the sole property of City. City may use said property for any purpose, including projects not contemplated by this Contract.

5. INSPECTION AND AUDIT.

Upon reasonable notice, Contractor shall make available to City, or its agent, for inspection and audit, all documents and materials maintained by Contractor in connection with its performance of its duties under this Contract. Contractor shall fully cooperate with City or its agent in any such audit or inspection. Contractor shall maintain all Projectrelated records for a period of three (3) years from completion of the work.

6. ASSIGNABILITY.

The parties agree that they shall not assign or transfer any interest in this Contract nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Contract or any rights, duties Docusign Envelope ID: 76EA6BFF-ECEC-4D39-9751-8A4810394DA8 Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 v. Feb 2025 Exhibit C-2
or obligations arising hereunder shall be void and of no effect.

7. WORKERS' COMPENSATION.

Contractor certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and Contractor certifies that it will comply with such provisions before commencing the performance of the work of this contract.

8. NONDISCRIMINATION.

Contractor shall not discriminate, in any way, against any person on the basis of sex, race, color, religion, ancestry, national origin, ethnic group identification, age, mental disability, physical disability, medical condition, genetic information, marital status, or sexual orientation in connection with or related to the performance of its duties and obligations under this Contract.

9. NO THIRD PARTY BENEFICIARIES.

City and Contractor do not intend, by any provision of this Contract, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Contract, to the other party.

10. INDEPENDENT CONTRACTOR.

For the purposes, and for the duration, of this Contract, Contractor, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the City. Contractor and City expressly intend and agree that the status of Contractor, its officers, agents and employees be that of an Independent Contractor and not that of an employee of City.

11. ENTIRE CONTRACT -- AMENDMENTS.

A. The terms and conditions of this Contract, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Contract of the parties with respect to the subject matter of this Contract.

B. This written Contract shall supersede any and all prior contracts, oral or written, regarding the subject matter between the Contractor and the City.

C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Contract, shall be valid or binding, except by way of a written amendment to this Contract.

D. The terms and conditions of this Contract shall not be altered or modified Docusign Envelope ID: 76EA6BFF-ECEC-4D39-9751-8A4810394DA8 Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 v. Feb 2025 Exhibit C-3
except by a written amendment to this Contract signed by the Contractor and the City.

E. If any conflicts arise between the terms and conditions of this Contract, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Contract shall control.

12. SET-OFF AGAINST DEBTS.

Contractor agrees that City may deduct from any payment due to Contractor under this Contract, any monies which Contractor owes City under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts.

13. WAIVERS.

The waiver by either party of any breach or violation of any term, covenant or condition of this Contract, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Contract, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Contract or any applicable law, ordinance or regulation.

14. CITY BUSINESS LICENSE / OTHER TAXES.

Contractor shall obtain and maintain during the duration of this Contract, a City business license as required by the San Rafael Municipal Code, and Contractor shall pay any and all state and federal taxes and any other applicable taxes. City shall not be required to pay for any work performed under this Contract, until Contractor has provided City with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification).

15. SURVIVAL OF TERMS.

Any terms of this Contract that by their nature extend beyond the term (or termination) of this Contract shall remain in effect until fulfilled and shall apply to both Parties’ respective successors and assigns.

16. GOVERNING LAW.

This Contract shall be deemed to have been executed in the County of Marin, California. The formation, interpretation and performance of this Contract shall be governed by the laws of the State of California, excluding its conflict of laws rules. Any suit or action initiated by either party shall be brought in the County of Marin, California unless the parties agree otherwise in a written amendment to this Contract.

Docusign Envelope ID: 76EA6BFF-ECEC-4D39-9751-8A4810394DA8 Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 v. Feb 2025 Exhibit C-4

17. CONFLICT OF INTEREST.

Contractor, its employees, subcontractors and agents, may not have, maintain or acquire a conflict of interest in relation to this Contract in violation of any City ordinance or policy or in violation of any California law, including under Government Code section 1090 et seq. and under the Political Reform Act as set forth in Government Code section 81000 et seq. and its accompanying regulations. Any violation of this Section constitutes a material breach of the Contract.

18. AUTHORIZATION.

Each individual signing above warrants that they are authorized to do so by the party that they represent, and that this Contract is legally binding on that party. If Contractor is a corporation, signatures from two officers of the corporation are required pursuant to California Corporation Code section 313.

19. COUNTERPARTS AND ELECTRONIC SIGNATURE.

This Contract may be executed by electronic signature and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission.

Docusign Envelope ID: 76EA6BFF-ECEC-4D39-9751-8A4810394DA8 Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3

CONTRACT ROUTING FORM
INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below.

All following documents are attached as reference material.

RESPONSIBLE PARTY DESCRIPTION COMPLETED
Project Manager Email PINS insurance request to Contractor ☐ City Attorney’s Office Review, revise as needed, and approve agreement as to form
Department Director Review and approve agreement
Risk Management Confirm insurance documentation is complete Finance Review and sign off on funding availability
TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER:

Contracting Department:

Project Manager:

Contractor Name:

Contractor’s Contact: Contact’s Email:

City Council Date: ☐ ___________________ or ☐ Not applicable ☐ FPPC: Check if Contractor must file Form 700
Loving Campos Associates, Architects, Inc
Shannon Mackle (for April Miller)
Public Works
Carl Campos
X
X
[email protected]
Docusign Envelope ID: 76EA6BFF-ECEC-4D39-9751-8A4810394DA8 Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 Docusign Envelope ID: 76EA6BFF-ECEC-4D39-9751-8A4810394DA8 Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 Docusign Envelope ID: 76EA6BFF-ECEC-4D39-9751-8A4810394DA8 Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 Certificate Of Completion
Envelope Id: 76EA6BFF-ECEC-4D39-9751-8A4810394DA8 Status: Completed Subject: DocuSign: PSA with LCA Architects for 350 Merrydale Rd Interim Shelter Architectural Services Source Envelope:

Document Pages: 20 Signatures: 5 Envelope Originator:

Certificate Pages: 5 Initials: 4 Shannon Mackle
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
111 Morphew St
San Rafael, CA 94901
[email protected]
IP Address: 199.88.89.34
Record Tracking
Status: Original
12/19/2025 2:21:10 PM
Holder: Shannon Mackle
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Nataly Torres
[email protected]
Legal Assistant
City of San Rafael
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address:
2600:1700:9750:3df0:dd8c:5cb4:d46a:4e88
Sent: 12/22/2025 5:05:44 PM
Viewed: 12/22/2025 5:06:01 PM
Signed: 12/22/2025 5:06:10 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
April Miller
[email protected]
Public Works Director
Security Level: Email, Account Authentication
(None) Signature Adoption: Uploaded Signature Image
Using IP Address:
2601:645:e7c:a540:ec88:9804:30aa:972d
Signed using mobile
Sent: 12/22/2025 5:05:45 PM
Viewed: 12/22/2025 6:24:03 PM
Signed: 12/22/2025 6:24:10 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Paul Navazio
[email protected]
Finance Director
City of San Rafael
Signing Group: Finance
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 199.88.113.8
Sent: 12/22/2025 6:24:13 PM
Viewed: 12/29/2025 9:44:15 AM
Signed: 12/29/2025 9:45:20 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Carl Campos
[email protected]
CEO | Architect
LCA Architects Inc
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 76.196.82.217
Sent: 12/29/2025 9:45:22 AM
Viewed: 12/29/2025 11:14:18 AM
Signed: 12/29/2025 11:32:01 AM
Electronic Record and Signature Disclosure:

Accepted: 12/29/2025 11:14:18 AM
ID: 9fa4091f-f02e-494e-b8f7-69e03ae4924b
Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 Signer Events Signature Timestamp
David Bogstad
[email protected]
President/ Architect
LCA Architects Inc.

Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 76.196.82.217
Sent: 12/29/2025 11:32:04 AM
Viewed: 12/29/2025 11:40:51 AM
Signed: 12/29/2025 11:41:32 AM
Electronic Record and Signature Disclosure:

Accepted: 12/29/2025 11:40:51 AM
ID: fc1dfe6a-1461-4806-9d1c-64144619d933
Andrea Visveshwara
[email protected]
Chief Assistant City Attorney
City of San Rafael
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 2a09:bac2:6225:3046::4cf:27
Signed using mobile
Sent: 12/29/2025 11:41:35 AM
Viewed: 12/30/2025 12:52:16 PM
Signed: 12/30/2025 12:52:28 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Heather Davis
[email protected]
Risk Manager
City of San Rafael
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address:
2601:205:4b01:1550:edfd:cfc3:e2de:7855
Sent: 12/29/2025 11:41:35 AM
Viewed: 12/31/2025 9:12:26 AM
Signed: 12/31/2025 9:12:35 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Cristine Alilovich
[email protected]
City Manager
City of San Rafael
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address:
2601:645:e82:6d80:1d74:d5e9:f531:af4f
Sent: 12/31/2025 9:12:38 AM
Viewed: 1/8/2026 10:04:47 AM
Signed: 1/8/2026 7:29:04 PM
Electronic Record and Signature Disclosure:

Accepted: 8/8/2025 5:50:59 PM
ID: 92734b64-c5dc-4308-af7f-b0f4b9ffd306
Lindsay Lara
[email protected]
City Clerk
City of San Rafael
Signing Group: City Clerk
Security Level: Email, Account Authentication
(None), Login with SSO
Signature Adoption: Pre-selected Style
Using IP Address: 199.88.113.8
Sent: 1/8/2026 7:29:07 PM
Viewed: 1/12/2026 1:44:15 PM
Signed: 1/12/2026 1:53:00 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 Editor Delivery Events Status Timestamp
Nataly Torres
[email protected]
Legal Assistant
City of San Rafael
Security Level: Email, Account Authentication
(None)
Using IP Address:
2600:1700:9750:3df0:dd8c:5cb4:d46a:4e88
Sent: 12/19/2025 3:37:13 PM
Viewed: 12/22/2025 5:01:53 PM
Completed: 12/22/2025 5:05:43 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 12/19/2025 3:37:14 PM
Envelope Updated Security Checked 12/22/2025 9:08:54 AM Envelope Updated Security Checked 12/22/2025 5:05:44 PM Certified Delivered Security Checked 1/12/2026 1:44:15 PM Signing Complete Security Checked 1/12/2026 1:53:00 PM
Completed Security Checked 1/12/2026 1:53:00 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of San Rafael (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us.

You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact City of San Rafael:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: [email protected] To advise City of San Rafael of your new email address
To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your Electronic Record and Signature Disclosure created on: 5/22/2025 12:46:43 PM Parties agreed to: Carl Campos, David Bogstad, Cristine Alilovich Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 previous email address, your new email address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To request paper copies from City of San Rafael
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with City of San Rafael
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide-signing-system-requirements.

Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the checkbox next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:

You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify City of San Rafael as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of San Rafael during the course of your relationship with City of San Rafael.

Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 590YgnacioValleyRoad,Suite310•Walnut Creek,CA94596•925. 944.1626 1970 Broadway, Suite800• Oakland, CA 94612• 510. 272.1060 www.lca-architects.com
REVISION #1: December 29, 2025
December 18, 2025
April Miller
Public Works Director
City of San Rafael
SENT VIA EMAIL: April Miller, [email protected] Cc: David Cooperman, [email protected] REFERENCE: Interim Shelter Site
350 Merrydale Road, San Rafael, CA 94903
LCA PROJECT #23018.02 – REVISION #1
Dear April,

1. I am pleased to submit this proposal for professional architectural services for the “Tiny Homes” Interim Shelter Site project, located at 350 Merrydale Road, San Rafael, in California.

2. My understanding of your needs is as follows:

A. You have some preliminary layouts, (see Exhibit B), and want us to provide further-developed Site Plan Yield Studies to achieve 65 single-bedroom units, of which, up to 10% or seven (7) units will be accessible with a sitebuilt ramp for each unit.

B. Mobile accessible showers will be provided on the property. They will not require sewer hookups as they will have “self-contained” sewage tanks.

C. The “tiny home” product type will be a non-propriety” unit with criteria specifications for public bid.

D. You will provide us with As-Built Drawings of the building(s) existing on the property that will be utilized with the “tiny home” project. Work on these buildings will be subject to a future agreement.

E. You will provide us with a current Boundary, Topographical, and Utility Survey for our use.

F. You want us to retain the services of a Joint Trench Consultant to assist you with interface required for PG&E to bring required power to the site for each unit.

G. Additionally, we will provide the services of an Electrical Engineer and a Professional Cost Consultant, at the Schematic Design Phase and Construction Documents Phase, for this work.

H. We will meet with local Fire Authorities to receive feedback on fire sprinkler/fire alarm/smoke detection requirements and emergency vehicle access requirements. Fire Sprinklers to be Design-Build by the General Contractor.

I. You want to have the project completed and ready for occupancy in September 2026.

Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 City of San Rafael – Interim Shelter Site – April Miller REVISION #1: 12/29/2025
Original: 12/18/2025
LCA #23018.02

Page 2 of 10 ends

3. Our services and corresponding fees to meet your objectives will be as follows:

A. GENERAL PROJECT ADMINISTRATION
1) The Construction Management Consultant will coordinate, facilitate, and define communication protocol with the City. LCA will assist with Design Consultant Information, as needed. 2) The Construction Management Consultant will coordinate and schedule meetings with LCA’s collaboration, as needed.
3) LCA will focus on the management of the Construction Documents Set generated by the Design Team of Consultants.
4) The Construction Management Consultant will provide agendas and minutes and will distribute to all Stakeholders for review and comment.
5) LCA will assemble and package conformed sets for City Plan Check Review and the PG&E package for the Construction Management Consultant to coordinate review and submittal. 6) The Construction Management Consultant will coordinate and facilitate communication and documentation regarding Public Utilities, Trash Companies, Solar Companies, and the like. LCA will provide Design Documents, as needed.
7) The Construction Management Consultant will administratively coordinate with Stakeholders. 8) The Construction Management Consultant will develop the Project Schedule and track Tasks and monitor progress. LCA will provide input related to design, as needed. 9) The Construction Management Consultant will develop and coordinate Budget Cost Estimate, which will include direct and indirect costs.
10) The Construction Management Consultant will assist the City with establishing budget and coordination reviews.

Architect Fixed Fee: $50,000.00
B. SCHEMATIC DESIGN DOCUMENTS
1) Provide Schematic Design Documents based on the agreed Owner-approved program. The documents shall establish the Schematic Design of the Project illustrating the scale and relationship of the Project components.

The Schematic Design Documents shall include the following:
a) Schematic Site Plan
b) Preliminary Floor Plans
c) Preliminary Cost Estimate
Architect Fixed Fee: $15,000.00
Electrical Engineer Fixed Fee: $6,500.00
Joint Trench Consultant Fixed Fee: $5,000.00
Professional Cost Consultant Fixed Fee: $8,500.00
Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 City of San Rafael – Interim Shelter Site – April Miller REVISION #1: 12/29/2025
Original: 12/18/2025
LCA #23018.02

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C. DESIGN DEVELOPMENT DOCUMENTS / VALUE ENGINEERING / PRELIMINARY CONSTRUCTION DOCUMENTS 1) LCA Architects, Inc. (“Architect”) shall provide Design Development Documents based on Owner’s approval of the Conceptual Design Documents and the Approved City of San Rafael Submittal Documents. The Design Development Documents shall illustrate and describe the refinement of the design of the Project, establishing the scope, relationships, forms, size and appearance of the Project by means of plans, sections and elevations, typical construction details, and equipment layouts. The Design Development Documents shall include:
a) Specifications that identify major materials and systems and establish in general their quality levels. b) Further developed interior floor plan layouts, exterior elevations, building sections, equipment layouts, and construction details to meet the Owner’s program.
c) Coordination with the Owner’s Interior Designer.
2) Meet with the Owner and his subconsultants to discuss Design Development Documents and get input on constructability.
3) Meet with the Owner’s General Contractor and their framers, plumbers, electricians, etc., with Design Development Phase drawings prepared by the Design Team. Obtain direction from the Owner and their General Contractor and subcontractors on proposed systems, products, and any drawing revisions necessary for constructability. 4) Final meeting with the Owner and their General Contractor and their subconsultants to verify incorporation of all elements recommended to be incorporated in the drawings for construction. The Design Team will complete the Design Development Documents based on sign-off from the Owner at this time. 5) The Owner and/or their General Contractor or Cost-Estimation Consultant to verify the project is within budget and no further Value Engineering or revisions will be required by the Architect and his Consultants.

Architect Fixed Fee: $20,000.00
Electrical Engineer Fixed Fee: $6,500.00
Professional Cost Consultant Fixed Fee: $12,000.00
D. CONSTRUCTION DOCUMENTS AND LIMITED SPECIFICATIONS
1) Provide Construction Documents based on the approved Design Development Documents. The Construction Documents will set forth, in detail, the requirements for construction of the project. Construction Documents shall include Drawings and Limited Specifications that establish, in detail, the quality levels of materials and systems required for the project.
2) Assist the Owner in compiling the Project Manual that includes Conditions of the Contract for Construction and Limited Specifications and may include bidding requirements and sample forms. 3) Manage requirements per the CalGreen Code.

Architect Fixed Fee: $45,000.00
Electrical Engineer Fixed Fee: $13,000.00
Joint Trench Consultant Fixed Fee: $17,000.00
Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 City of San Rafael – Interim Shelter Site – April Miller REVISION #1: 12/29/2025
Original: 12/18/2025
LCA #23018.02

Page 4 of 10 ends

E. PERMITTING
1) Meet with City of San Rafael Representatives and establish permitting requirements and schedule. Assumes that the permit process will be expedited. Establish protocol and timeline for plan check process. 2) Coordinate with other project consultants, assemble their plans into submittal sets and assist in processing their work.
3) Coordinate the submittal package through City of San Rafael Departments, Fire Districts, and other agencies to obtain required permits for construction. There will be one building permit submittal package only, not multiple separate submittal packages.
4) Respond to agency architectural comments, make plan revisions and prepare/process subsequent resubmittal(s) as required. Coordinate with agencies and other design consultants as required to obtain a Building Permit.

Architect Fixed Fee: $15,500.00
Electrical Engineer Fixed Fee: $1,500.00
Professional Cost Consultant Fixed Fee: $14,750.00
Budget can vary due to excessive review comments by City of San Rafael Plan Checker/independent third-party Plan Checker.

LCA Architects will endeavor to stay in contact with City of San Rafael Staff associated with your project but can make no guarantees that the City of San Rafael will respond in a timely manner.

F. BIDDING
1) The Construction Management Consultant will coordinate the bid process with the City. LCA will assist and review documents, RFI’s, and Addenda, as needed.
2) Assist the Owner and/or the Owner’s Construction Manager in the development and preparation of:
a) Bidding and procurement information which describes the time, place, and conditions of bidding. b) The Conditions of the Contracts for Construction (General, Supplementary and other Conditions). 3) Assist the Owner and/or the Owner’s Construction Manager in obtaining competitive bids or negotiated proposals and assist the Owner in awarding and preparing contracts for construction. 4) Assist the Owner and/or the Owner’s Construction Manager in establishing a list of prospective bidders or contractors.
5) Assist the Owner and/or the Owner’s Construction Manager in bid valuation or proposal evaluation and determination of the successful bid or proposal, if any.

Architect Fixed Fee: $7,500.00
Electrical Engineer Fixed Fee: $500.00
Joint Trench Consultant Fixed Fee: $1,000.00
Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 City of San Rafael – Interim Shelter Site – April Miller REVISION #1: 12/29/2025
Original: 12/18/2025
LCA #23018.02

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G. CONTRACT ADMINISTRATION SERVICES
1) The Architect will provide administration of the Contract between the Owner and their Contractor as set forth below:
a) Represent, advise, and consult with the Owner and their Construction Manager. b) Review and respond to properly prepared, timely requests by the Contractor for additional information about the Contract Documents.
c) Provide periodic site visits to become generally familiar with the site and keep the Owner informed about the progress and quality of work.
d) Review and take appropriate action upon the Contractor’s submittals, such as Shop Drawings, Product Data, and/or Samples for conformance to the design intent of the Construction Documents. e) Conduct Construction Site Reviews to assist the Owner in determining project completion dates, and review payment applications, if required.

Architect Fixed Fee: $40,000.00
Electrical Engineer Fixed Fee: $1,500.00
H. ADDITIONAL SERVICES
1) Additional services would be those services and meetings not specifically listed and described above. Extra drawings, renderings, and changes required by the City of San Rafael, Contractor, or Local Government Agencies to drawings or designs previously approved, will be considered additional services. Additional services will only be provided with authorization in writing from the Owner. 2) For additional services of the Architect’s Consultants, compensation shall be computed as a multiple of 1.10 times the amount billed to the Architect for such services.

Architect Hourly Fee Basis, As Requested, Per Attached LCA Fee Schedule or a mutually agreed Fixed Fee

4. CONSULTANTS
A. The Architect shall retain the following consultants:
1) Electrical Engineer
2) Joint Trench Consultant
3) Professional Cost Consultant
B. The Owner shall retain the following Consultants:
1) Any other consultant that may be required.

We will interface with the Owner’s consultants but will not take responsibility for the content or timing of their work.

Failure of the Owner or his Contractor to provide required reports, documents, surveys, etc., may result in project delays and may require additional fees for the Architect and his Consultants.

Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 City of San Rafael – Interim Shelter Site – April Miller REVISION #1: 12/29/2025
Original: 12/18/2025
LCA #23018.02

Page 6 of 10 ends

5. OUR SERVICES DO NOT INCLUDE THE FOLLOWING CONSULTANTS AND/OR ENGINEERING/CONSULTING SERVICES:

A. Value Analysis / Value Engineering Beyond the Scope of Work Described in Paragraph 3.C.

B. Structural Engineering
C. Mechanical / Plumbing Engineering
D. Acoustic Engineering
E. Geotechnical Engineering
F. Civil Engineering
G. Landscape Architecture
H. Waterproofing Consultant
I. Title 24 Energy Consultant
J. Construction Testing and Inspection Agency
K. Traffic Studies Consultant
L. Fire Protection Engineering
M. Retaining Wall Engineering
N. Spa, Pool, or Water Feature Design
O. Land Survey Services
P. Existing Facility Surveys
Q. Economic Feasibility Studies
R. Site Analysis and Selection
S. Environmental Studies and Reports
T. Interior Space Planning or Interior Decorating
U. Furnishings, Fixtures, and Equipment
V. Lighting Design
W. Schedule Development and Monitoring
X. LEED Certified Design
Y. Graphics or Signage Systems
Z. Special Bidding or Negotiation
AA. On-Site Project Representation
BB. Construction Management
CC. Start-Up Assistance
DD. Record Drawings (As-Built Drawings)
EE. Post-Contract Evaluation
We can assist you in obtaining consultants and proposals in these areas, as required, but we will not take responsibility for the timing or the content of their work.

We require that any consultants hired by you, be “software compatible” with LCA Architects, Inc., or we may be required to add fees for delay and interface.

Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 City of San Rafael – Interim Shelter Site – April Miller REVISION #1: 12/29/2025
Original: 12/18/2025
LCA #23018.02

Page 7 of 10 ends

NOTES PERTAINING TO FEES:

A. These fees will be billed monthly in keeping with the progress of our work. They are due and payable in 30 days.

B. This proposal/fee quote is based on the project commencing within 30 days and being completed in accordance with the mutually agreed upon project schedule.

C. PROJECT HALTED AND RECOMMENCEMENT: If the project is halted by the Owner, through no fault of the Architect for 60 days or more, it is acknowledged that the Architect will suffer damages in the form of increased costs to resume the services on the project. The Owner agrees to reimburse the Architect in the amount of a 10% fee assessed to the project for the full amount of the phase in which the project was halted.

D. REIMBURSABLES: Copies, prints, CADD plots, photography, preparing and compiling .pdf sets, scanning, colored print mounting, long distance calls, postage, express mail, and travel outside the Walnut Creek area will be billed on a reimbursable basis.

At Cost Plus 10%

GENERAL CONDITIONS
The following are the General Conditions of the Architect, LCA ARCHITECTS INC., and the Owner, CITY OF SAN RAFAEL, agree as follows:

1. The Owner shall furnish the Architect with a certified survey showing existing contours, boundaries, easements, tree locations, structures, utility locations and grading information. The Owner shall furnish the Architect with a current and up-to-date Title Report. The Owner shall be responsible for all required documents to secure approval of all governmental and/or other authorities having jurisdiction over the project. The Owner shall provide for all legal services required for the development of this project.

2. Termination of this agreement may be initiated at any time by either party with 15 days’ written notice. Owner agrees to remunerate the Architect for his services to date of notification.

3. In the event of cancellation of architectural services, the Owner shall be billed only for that portion of work completed.

4. The Architect is to be equitably paid for changes to approved schemes, delays, errors and/or insolvency of others that cause him or his consultants to perform additional services.

5. Arbitration: All questions in dispute under this agreement may be submitted to arbitration in accordance with the Provisions of the American Arbitration Association.

6. In the event any party files an action or arbitration procedure with relation to a dispute arising out of this contract, the prevailing party is entitled to recover reasonable attorney'sfees andcosts associatedwith this procedure.

7. OWNERSHIP AND COPYRIGHT OF DOCUMENTS: Ownership of drawings and specifications as instruments of service is that of the Architect, whether the work for which they are made be executed or not. All drawings and documents produced under terms of this Agreement are the property of LCA Architects Inc. and cannot be used for any reason other than to bid and construct the above-named project. The Owner shall be granted a revocable license to use the drawings and documents for the purpose of constructing, maintaining and operating the project and shall not use such documents for any other purpose without the Architect’s consent. Architect will provide Owner with a reproducible digital (PDF) for his use, billed on a reimbursable basis per the terms of the Architect’s Fee Schedule and this agreement. The Owner shall indemnify and defend the Architect from any claim, loss, or damage arising out of the Owner’sfailure to abide by the terms hereof. Use of Plans and Specifications without the Architect’s express permission, and without payment of required fees to the Architect constitutes both breach of contract and copyright infringement and may be prosecuted to the full extent of the law. Cad files may be provided after execution of our standard release form.

8. This work is covered by the Mechanics Lien Laws of the State of California. The Architect may elect to file preliminary lien notices to the landowner and all parties involved.

Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 City of San Rafael – Interim Shelter Site – April Miller REVISION #1: 12/29/2025
Original: 12/18/2025
LCA #23018.02

Page 8 of 10 ends

9. Carl Campos (CA License No. C10482) and David Bogstad (CA License No. C21379) are licensed as architects in the State of California and are employees of Loving Campos Associates Architects, Inc., dba LCA Architects Inc., a California Corporation. Architects are licensed and regulated by the California Architects Board located at 2420 Del Paso Road, Suite 105, Sacramento, CA 95834.

10. Carl Campos and/or David Bogstad may not be able to personally represent this project at every meeting or public hearing. A senior professional employee will be available to represent the Architect in the event a principal is not available.

CARL CAMPOS will be the Principal-in-Charge.

11. The Owner agrees to hold harmless, indemnify, and defend the Architect, its employees, and subconsultants from and against any and all claims, losses, damages, liability and costs, including but not limited to costs of defense arising out of or in any way connected with the presence, discharge, release, or escape of contaminants, or noise pollution of any kind, excepting any such liability as may arise out of the willful misconduct or sole negligence of Architect in the performance of services under this agreement.

12. In accordance with California Civil Code §2782.5, Owner and Architect have negotiated this provision after discussing and understanding the relative benefits and risks of the work, alternatives available to Owner, including modifying this provision in exchange for additional payments by Owner or seeking other consulting services. To the fullest extent permitted by law, Owner agrees to limit the liability of Architect, its officers, employees and subconsultants to Owner, contractors, subcontractors, lenders, suppliers, manufacturers and all others, arising from Architect's services on this project such that the total aggregate liability, including costs of defense and attorneys shall not exceed the total fee for the services on this project. The Owner further agrees to require of all contractors and subcontractors an identical limitation of Architect's liability.

13. Notwithstanding any other provision in this Agreement to the contrary, nothing herein contained shall be construed as constituting a guarantee, warranty or assurance, either express or implied, that the architectural services will yield or accomplish the expected or desired outcome for the project; or obligating the Architect to exercise professional skill or judgement greater than that which can reasonably be expected from other architects under like circumstances; or an assumption by the Architect of the liability of the other party. Nothing contained in this Agreement shall create a contractual relationship with or cause of action in favor of a third party against either the Owner or Architect.

14. Betterment: If a required item or component of the Project is omitted from the construction documents, neither the Architect, nor his subconsultants shall be responsible for paying the cost required to add such item or component to the extent that such item or component would have been required and included in the original construction documents. In no event will the Architect or his subconsultants be responsible for any cost or expense that provides betterment or upgrades or enhances the value of the Project.

15. Shop Drawing Review: The Architect shall review and approve or take other appropriate action on the Contractor submittals, such as shop drawings, product data, samples and other data, which the Contractor is required to submit, but only for the limited purpose of checking for conformance with the design concept and the information shown in the Construction Documents. This review shall not include review of the accuracy or completeness of details, such as quantities, dimensions, weights or gauges, fabrication processes, construction means or methods, coordination of the work with other trades or construction safety precautions, all of which are the sole responsibility of the Contractor. The Architect’s review shall be conducted with reasonable promptness while allowing sufficient time in the Architect’s judgement to permit adequate review.

Review of a specific item shall not indicate that the Architect has reviewed the entire assembly of which the item is a component. The Architect shall not be responsible for any deviations from the Construction Documents not brought to the attention of the Architect in writing by the Contractor. The Architect shall not be required to review partial submissions or those for which submissions of correlated items have not been received.

16. Stop Work: Architect shall have the right to stop providing the Services and keep the project idle if any payment is not made to Architect in the manner and time provided under this Agreement. Architect shall not be obligated to render any Additional Services until all payments due are received by Architect. Owner acknowledges and understands that in the event that Architect is required to suspend the Services because of Owner's failure to make timely payment under this Agreement, Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 City of San Rafael – Interim Shelter Site – April Miller REVISION #1: 12/29/2025
Original: 12/18/2025
LCA #23018.02

Page 9 of 10 ends

Architect will suffer damages in the form of increased costs to resume the Services on the Project, and Owner agrees to reimburse Architect for all such sums in accordance with this Agreement. The Owner shall remain obligated to pay Architect for all Services performed through the date of termination.

17. Neither the Architect nor the Consultant Team shall have control over or charge of, neither shall they be responsible for, the construction costs, means, methods, techniques, sequences, or procedures, nor for safety precautions, and programs in connection with the architect’s or consultant team’s portion of the project since these are solely the Contractor’s rights and responsibilities under the ContractDocuments.

Please sign below to acknowledge receipt of this contract and initiate this agreement. We thank you for this opportunity to be of service for your project.

Regards,
Carl Campos
CEO | LCA Architects Inc.

License No. C10482
CEC:IF:MK:Proposal 57
Attachments: Exhibit A – LCA Hourly Fee Schedule
Exhibit B – Preliminary Site Design
Agreed and Accepted
_______________________________________ ____________________________ Authorized Signature Date
_______________________________________ ____________________________ Printed Name Title
Please sign and return one copy of this proposal to initiate the agreement.

Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 City of San Rafael – Interim Shelter Site – April Miller REVISION #1: 12/29/2025
Original: 12/18/2025
LCA #23018.02

Page 10 of 10 ends

EXHIBIT A
LCA ARCHITECTS, INC.
2025 HOURLY FEE SCHEDULE*

DESCRIPTION HOURLY RATE
Principal $300.00
Associate $250.00 to $280.00
Senior Project Architect $250.00 to $265.00
Senior Project Manager $245.00 to $250.00
Quality Control Manager $265.00
Project Architect $240.00
Senior Designer $250.00
Senior Project Designer $240.00 to $245.00
Project Manager $195.00 to $240.00
Construction Manager $220.00
Specifications Writer $220.00
Job Captain $230.00 to $250.00
CAD Tech $185.00 to 200.00
Project Designer $185.00 to $195.00
Senior Project Coordinator $185.00
Administration/Research/Presentations $185.00 to $240.00 Clerical $165.00
Architectural Animation – Preparation of
computer-generated views, renderings and
simulations of architectural interiors and exteriors.

Preparation of video “fly-bys,” walkthroughs, and
other simulations.
$240.00
Expert Witness – Review of documents, meetings,
site visits, telephone conferences, administration of
the documents and materials, research, deposition,
testimony, court appearances, and travel time.
$500.00
Perspective Sketches and Renderings, Visual
Simulations
On a Per Drawing Basis
Mileage (outside of the Walnut Creek area)
**as adjusted by IRS guidelines
$0.70/mile**
Copies, prints, CADD plots, photography, preparing and compiling .pdf sets, scanning, colored print mounting, postage, express shipping, and travel outside normal project requirements will be billed on a reimbursable basis: at cost plus 15%.

Overtime - If overtime is required by staff, to meet a customer’s timing request, additional hourly fee charges may apply. California employment law will apply. * Effective 01/01/2025. Subject to change quarterly.

Docusign Envelope ID: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 Certificate Of Completion
Envelope Id: 480D129E-E4D3-4506-9CE7-5DA3BCA924E3 Status: Sent Subject: DocuSign: Amendment with LCA Architects for 350 Merrydale Interim Shelter Architectural Services Source Envelope:

Document Pages: 43 Signatures: 0 Envelope Originator:

Certificate Pages: 5 Initials: 2 Shannon Mackle
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
111 Morphew St
San Rafael, CA 94901
[email protected]
IP Address: 69.181.69.46
Record Tracking
Status: Original
12/30/2025 10:21:05 AM
Holder: Shannon Mackle
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Nataly Torres
[email protected]
Legal Assistant
City of San Rafael
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address:
2600:1700:9750:3df0:5cba:d99:65e5:976
Sent: 2/3/2026 11:33:05 AM
Viewed: 2/3/2026 11:33:41 AM
Signed: 2/3/2026 11:33:46 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
April Miller
[email protected]
Public Works Director
Security Level: Email, Account Authentication
(None) Signature Adoption: Uploaded Signature Image
Using IP Address: 199.88.89.34
Sent: 2/3/2026 11:33:05 AM
Viewed: 2/3/2026 11:50:23 AM
Signed: 2/3/2026 11:50:33 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Finance
Finance Director
City of San Rafael
Signing Group: Finance
Security Level: Email, Account Authentication
(None)
Sent: 2/3/2026 11:50:35 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Carl Campos
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 12/29/2025 11:14:18 AM
ID: 9fa4091f-f02e-494e-b8f7-69e03ae4924b
David Bogstad
[email protected]
Security Level: Email, Account Authentication
(None)
Signer Events Signature Timestamp
Electronic Record and Signature Disclosure:

Accepted: 12/29/2025 11:40:51 AM
ID: fc1dfe6a-1461-4806-9d1c-64144619d933
Andrea Visveshwara
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Heather Davis
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Cristine Alilovich
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 8/8/2025 5:50:59 PM
ID: 92734b64-c5dc-4308-af7f-b0f4b9ffd306
City Clerk
Signing Group: City Clerk
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Nataly Torres
[email protected]
Legal Assistant
City of San Rafael
Security Level: Email, Account Authentication
(None)
Using IP Address:
2600:1700:9750:3df0:5cba:d99:65e5:976
Sent: 1/29/2026 11:07:13 AM
Viewed: 2/3/2026 11:20:55 AM
Completed: 2/3/2026 11:33:04 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 1/29/2026 11:07:13 AM
Envelope Updated Security Checked 1/29/2026 12:46:15 PM Envelope Updated Security Checked 1/29/2026 3:58:50 PM
Envelope Updated Security Checked 2/3/2026 11:33:04 AM
Envelope Updated Security Checked 2/3/2026 11:33:04 AM
Envelope Updated Security Checked 2/3/2026 11:33:04 AM
Envelope Updated Security Checked 2/3/2026 11:33:04 AM
Envelope Updated Security Checked 2/3/2026 11:33:04 AM
Envelope Updated Security Checked 2/3/2026 11:33:04 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of San Rafael (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us.

You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact City of San Rafael:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: [email protected] To advise City of San Rafael of your new email address
To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your Electronic Record and Signature Disclosure created on: 5/22/2025 12:46:43 PM Parties agreed to: Carl Campos, David Bogstad, Cristine Alilovich previous email address, your new email address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To request paper copies from City of San Rafael
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with City of San Rafael
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide-signing-system-requirements.

Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the checkbox next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:

You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify City of San Rafael as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of San Rafael during the course of your relationship with City of San Rafael.

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